e43f83b9 7ac7 4488 a203 b2b6fcb1f8f7

3M CO
Reported by
PALENSKY FRED J
FORM 4/A
(Amended Statement of Changes in Beneficial Ownership)
Filed 02/23/11 for the Period Ending 02/07/11
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
3M CENTER
BLDG. 220-11W-02
ST PAUL, MN 55144-1000
6517332204
0000066740
MMM
3841 - Surgical and Medical Instruments and Apparatus
Constr. - Supplies & Fixtures
Capital Goods
12/31
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 4
[ ] Check this box if no
longer subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).
STATEMENT 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(f) of the
Investment Company Act of 1940
1. Name and Address of Reporting Person *
2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
PALENSKY FRED J
3M CO [ MMM ]
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (MM/DD/YYYY)
(Street)
(State)
_____ Other (specify
4. If Amendment, Date Original Filed
EXEC VP R&D & CHF TECH OFF
6. Individual or Joint/Group Filing (Check
(MM/DD/YYYY)
Applicable Line)
ST. PAUL, MN 55144-1000
(City)
_____ 10% Owner
__ X __ Officer (give title below)
below)
2/7/2011
3M CENTER
_____ Director
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
2/9/2011
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans.
Date
2A.
3. Trans.
Deemed
Code
Execution (Instr. 8)
Date, if
any
Code
1/28/2011
Common Stock
G
4. Securities Acquired 5. Amount of Securities Beneficially Owned
(A) or Disposed of
Following Reported Transaction(s)
(D)
(Instr. 3 and 4)
(Instr. 3, 4 and 5)
6.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr.
4)
(A)
or
V Amount (D)
Price
V
D
$0
29499
D
A
$0
34416.93
D
32778
D
80
7. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
4917.93
Common Stock
2/7/2011
A
Common Stock
2/7/2011
F
(1)
1638.93
(1)
D $89.47
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate
Security
(Instr. 3)
2.
3.
Conversion Trans.
or Exercise Date
Price of
Derivative
Security
3A.
Deemed
Execution
Date, if
any
4.
Trans.
Code
(Instr. 8)
5. Number of
6. Date Exercisable
Derivative
and Expiration Date
Securities
Acquired (A) or
Disposed of (D)
7. Title and Amount of
Securities Underlying
Derivative Security
(Instr. 3 and 4)
(Instr. 3, 4 and
5)
Code V
(A)
(D)
Date
Expiration
Amount or Number of
Title
Exercisable Date
Shares
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)
Explanation of Responses:
( 1) On February 9, 2011, the reporting person reported the imminent delivery of a number of shares of 3M Common Stock earned as a result
of the 2008 performance shares awarded to such person under the 3M Performance Unit Plan. The number of shares to be withheld from
this delivery for the payment of withholding taxes was unknown. This amendment is being filed to update the Form 4 with the number of
shares used for tax withholding, in addition to correcting the number of shares to be delivered. The amount reported on February 9, 2011
reflected a rounded whole number of shares, while the amount of shares actually earned includes a fractional share of stock. This updated
Form 4 reflects the shares earned without rounding.
Reporting Owners
Reporting Owner Name / Address
PALENSKY FRED J
3M CENTER
ST. PAUL, MN 55144-1000
Relationships
Director 10% Owner Officer
EXEC VP R&D & CHF TECH OFF
Other
Signatures
George Ann Biros, attorney-in-fact for Fred J. Palensky
2/23/2011
** 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.