5a1aee5d a7d8 40ae 8a92 4afacae4f1bf

FORM 4
[ ] Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may
continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or
Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
2. Issuer Name and Ticker or Trading Symbol
Ashish Khandpur K
3M CO [ MMM ]
(Last)
(First)
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
3. Date of Earliest Transaction (MM/DD/YYYY)
(Middle)
(Street)
4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)
ST. PAUL, MN 55144-1000
(City)
(State)
_____ Other (specify below)
Sr. VP, Chief Tech. Officer
8/14/2015
3M CENTER
_____ 10% Owner
__ X __ Officer (give title below)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed
Execution
Date, if any
3. Trans. Code
(Instr. 8)
Code
4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
V
Amount
(A) or
(D)
Price
5. Amount of Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 3 and 4)
6.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr.
4)
7. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Common Stock
10/28/2015
M
309
A
$101.49
1061
D
Common Stock
10/28/2015
S
309
D
$156.49
752
D
Common Stock
10/28/2015
M
155
A
$126.72
907
D
Common Stock
10/28/2015
S
155
D
$156.49
752
D
Common Stock
752 (1)
I
by Spouse
Common Stock
728 (2)
I
Spouse
401k/paesop
Table II - Derivative Securities Beneficially Owned ( e.g.
, puts, calls, warrants, options, convertible securities)
1. Title of Derivate 2.
Security
Conversion
(Instr. 3)
or Exercise
Price of
Derivative
Security
3. Trans.
Date
3A. Deemed 4. Trans.
Execution
Code
Date, if any (Instr. 8)
Code
5. Number of
6. Date Exercisable and
Derivative
Expiration Date
Securities Acquired
(A) or Disposed of
(D)
(Instr. 3, 4 and 5)
V
(A)
(D)
7. Title and Amount of
Securities Underlying
Derivative Security
(Instr. 3 and 4)
Date
Expiration
Title
Exercisable Date
8. Price of
Derivative
Security
(Instr. 5)
Amount or
Number of
Shares
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)
Restricted Stock
Units
(3)
8/14/2015
J
85 (4)
(5)
(5)
Common
Stock
85
(6)
0
I
by Spouse
Restricted Stock
Units
(3)
8/14/2015
J
93 (7)
(8)
(8)
Common
Stock
93
(6)
0
I
by Spouse
$101.49
8/14/2015
J
156 (10)
2/5/2014
2/3/2023
Common
Stock
156
$0
309
I
by Spouse
$126.72
8/14/2015
J
313 (10)
2/4/2015
2/2/2024
Common
Stock
313
$0
155
I
$101.49
10/28/2015
M
309
2/5/2014
2/3/2023
Common
Stock
309
$0
0
I
$126.72
10/28/2015
M
155
2/4/2015
2/2/2024
Common
Stock
155
$0
0
I
Non-qualified
Stock Option
(Right to Buy) (9)
Non-qualified
Stock Option
(Right to Buy)
(11)
Non-qualified
Stock Option
(Right to Buy) (9)
Non-qualified
Stock Option
(Right to Buy)
(11)
by Spouse
by Spouse
by Spouse
Explanation of Responses:
( 1)
Includes shares acquired pursuant to 3M's Dividend Reinvestment Plan.
( 2)
Includes shares acquired pursuant to the 3M Voluntary Investment Plan.
( 3)
Each restricted stock unit represents a contingent right to receive one share of 3M common stock.
( 4)
On August 14, 2015, the Issuer cancelled the option of 85 shares of 3M Common Stock granted to the reporting person on 2/4/2014, due to termination of
service.
( 5)
The restricted stock units will vest on 2/4/2017.
( 6)
Each restricted stock unit represents a contingent right to receive one share of 3M common stock.
( 7)
On August 14, 2015, the Issuer cancelled the option of 93 shares of 3M Common Stock granted to the reporting person on 2/5/2013, due to termination of
service.
( 8)
The restricted stock units will vest on 2/5/2016.
( 9)
This option becomes exercisable in equal installments on each of the first three anniversaries of the grant date (2/5/2013).
(
10)
On August 14, 2015, due to termination of service, the unvested portion of the option could not be exercised.
(
11)
This option becomes exercisable in equal installments on each of the first three anniversaries of the grant date (2/4/2014).
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer
Ashish Khandpur K
3M CENTER
ST. PAUL, MN 55144-1000
Other
Sr. VP, Chief Tech. Officer
Signatures
/s/ Sheila B. Claugherty, attorney-in-fact for Ashish K. Khanpur
10/29/2015
** 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 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).
Note:
File three copies of this Form, one of which must be manually signed. If space is insufficient, see
Instruction 6 for procedure.
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.
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