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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) (3) | $ 40.53 | 12/01/2011 | A | 56,294 (2) | 12/01/2011 | 02/11/2021 | Common Stock | 56,294 | $ 0 | 56,294 | D | ||||
Employee Stock Option (Right to Buy) (4) | $ 32.35 | 12/01/2011 | A | 49,431 (2) | 12/01/2011 | 02/09/2020 | Common Stock | 49,431 | $ 0 | 49,431 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 17.55 | 12/01/2011 | A | 113,074 (2) | 12/01/2011 | 02/12/2019 | Common Stock | 113,074 | $ 0 | 113,074 | D | ||||
Employee Stock Option (Right to Buy) (6) | $ 30.67 | 12/01/2011 | A | 27,183 (2) | (7) | 03/07/2018 | Common Stock | 27,183 | $ 0 | 27,183 | D | ||||
Employee Stock Option (Right to Buy) (8) | $ 30.67 | 12/01/2011 | A | 227,659 (2) | 12/01/2011 | 03/07/2018 | Common Stock | 227,659 | $ 0 | 227,659 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fyrwald J Erik ECOLAB INC. 370 WABASHA STREET N. ST. PAUL, MN 55102 |
President |
David F. Duvick, as Attorney-in-Fact for J. Erik Frywald | 12/09/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The indicated number of shares represents the number of shares of the common stock of Ecolab, Inc. ("Ecolab") issuable to the reporting person as merger consideration pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 (the "Merger Agreement") between and among Ecolab, Sustainability Partners Corporation and Nalco Holding Company ("Nalco") based on the individual stock-cash election made by the reporting person in accordance with the Merger Agreement with respect to the outstanding shares of Nalco common stock beneficially owned by the reporting person as of immediately prior to the effective time of the merger contemplated by the Merger Agreement. The adjustment and reallocation calculations provided for in the Merger Agreement have been completed as of the date of this report and the indicated number of shares reflects the actual number of shares of Ecolab common stock issuable to the reporting person as merger consideration pursuant to the Merger Agreement. |
(2) | These options were reported in Mr. Fyrwald's Form 4 filed on December 5, 2011. Due to rounding calculations, Columns 5, 7 and 9 of Table II provided an inaccurate number of shares of Ecolab Inc. common stock, in the aggregate, that each such options were converted into pursuant to the Merger Agreement. This amended report includes corrected information in Columns 5, 7 and 9 of Table II. |
(3) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 82,836 shares of Nalco common stock at an exercise price of $27.54 per share. |
(4) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 72,738 shares of Nalco common stock at an exercise price of $21.98 per share. |
(5) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 166,387 shares of Nalco common stock at an exercise price of $11.92 per share. |
(6) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 40,000 shares of Nalco common stock at an exercise price of $20.84 per share. |
(7) | The option vests in four equal annual installments beginning on December 31, 2008. |
(8) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 335,000 shares of Nalco common stock at an exercise price of $20.84 per share. |