Ecolab Inc.
Nalco Holding CO (Form: 3/A, Received: 06/26/2007 15:14:01)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Johnson David TX

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/30/2007 

3. Issuer Name and Ticker or Trading Symbol

Nalco Holding CO [NLC]

(Last)        (First)        (Middle)

1601 WEST DIEHL ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
GVP, President EAME Ops /

(Street)

NAPERVILLE, IL 60563-1198       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

6/8/2007 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   24349   D    
Restricted Shares   (1) 3987   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Exchange Right (Right to Buy)   (2)   (3) (4)   (5) Common Stock     (6)   (6) D    
Stock Options (Right to Buy)   (7) 12/31/2006   6/28/2016   Common Stock   1235   $17.8   D    
Stock Options (Right to Buy)   (7) 12/31/2007   6/28/2016   Common Stock   1235   $17.8   D    
Stock Options (Right to Buy)   (7) 12/31/2008   6/28/2016   Common Stock   1235   $17.8   D    
Stock Options (Right to Buy)   (7) 12/31/2009   6/28/2016   Common Stock   1234   $17.8   D    
Stock Options (Right to Buy)   (8) 12/31/2007   2/15/2017   Common Stock   1129   $24.01   D    
Stock Options (Right to Buy)   (8) 12/31/2008   2/15/2017   Common Stock   1129   $24.01   D    
Stock Options (Right to Buy)   (8) 12/31/2009   2/15/2017   Common Stock   1129   $24.01   D    
Stock Options (Right to Buy)   (8) 12/31/2010   2/15/2017   Common Stock   1129   $24.01   D    

Explanation of Responses:
( 1)  Granted pursuant to the Nalco Holding Company 2004 Stock Incentive Plan. Subject to the Reporting Person's continued employment with Nalco Holding Company, the shares will vest on the following schedule: 1,329 shares on December 31, 2007; 1,329 shares on December 31, 2008; and 1,329 shares on December 31, 2009.
( 2)  The Reporting Person holds 4,500,000 class B units, 4,500,000 class C units and 3,000,000 class D units of Nalco LLC (the direct parent company of Nalco Holding Company). The Reporting Person has the right to transfer his Nalco LLC class B, class C and class D units that have vested, in exchange for shares of Nalco Holding Company common stock owned by Nalco LLC. Class B units, class C units and class D units will vest for continuing employees at certain dates and are subject to earlier vesting in some circumstances based on reaching certain performance requirements as described in the Management Members Agreements, which are filed as Exhibits 10.30 to 10.39 to the Registration Statement on Form S-1 of Nalco Holding Company (the "Management Members Agreements") (File No. 333-118583).
( 3)  These rights to exchange Nalco LLC units for Nalco Holding Company common stock are exercisable following the day after the date on which the class B, class C and class D units vest. Class B units will vest in five equal annual installments on each December 31, beginning on December 31, 2004, subject to certain restrictions.
( 4)  Class C units will vest on the 8th anniversary of the date on which they are sold to a manager, subject to certain restrictions, but may vest earlier over the next five years, beginning on December 31, 2004, if Nalco Holding Company meets certain EBITDA targets. Class D units will vest on the 10th anniversary of the date on which they are sold to a manager, subject to certain restrictions, but may vest earlier over the next five years, beginning on December 31, 2004, if Nalco Holding Company meets certain EBITDA targets. See the Management Members Agreements.
( 5)  Subject to the exercise of a call right, for so long as certain termination events (see the Management Members Agreements) have not occurred with respect to the Reporting Person, there is no expiration of the right to exchange Nalco LLC units for Nalco Holding Company common stock.
( 6)  Upon the exercise of these rights, Nalco LLC is required to purchase vested B units, vested C units and vested D units, at a purchase price equal to their Fair Market Value by delivering a number of shares of Nalco Holding Company common stock determined by dividing (A) the aggregate purchase price of the units being sold by such Reporting Person by (B) the arithmetic mean of the high and low prices per share as reported on such date on the New York Stock Exchange as of the close of trading on the trading day immediately prior to the delivery thereof to the Reporting Person.
( 7)  Granted pursuant to the Nalco Holding Company 2004 Stock Incentive Plan, 2006 Stock Option Award.
( 8)  Granted pursuant to the Nalco Holding Company 2004 Stock Incentive Plan, 2007 Stock Option Award.

Remarks:
This amendment is being filed to report the 2007 Stock Option grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Johnson David TX
1601 WEST DIEHL ROAD
NAPERVILLE, IL 60563-1198


GVP, President EAME Ops

Signatures
/s/ Filomena Trombino as Attorney in Fact 6/26/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
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