3M CO Reported by KELLY MICHAEL A FORM 4 (Statement of Changes in Beneficial Ownership) Filed 11/28/12 for the Period Ending 11/27/12 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 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 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 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Kelly Michael A 3M CO [ MMM ] (Last) (First) 3. Date of Earliest Transaction (MM/DD/YYYY) (Middle) (Street) (State) _____ Other (specify 4. If Amendment, Date Original Filed Executive Vice President 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) 11/27/2012 3M CENTER _____ Director _ 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. 3. Trans. Deemed Code Execution (Instr. 8) Date, if any 4. Securities Acquired 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (A) or Disposed of (D) (Instr. 3 and 4) (Instr. 3, 4 and 5) (A) or Code V Amount (D) 11/27/2012 Common Stock 11/27/2012 Common Stock 11/27/2012 Common Stock 11/27/2012 Common Stock Price 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) M 13 (1) A $89.60 8406 D F 13 (1) D $89.60 8393 D M 24 (1) A $89.60 8417 D F 24 (1) D $89.60 8393 D 7. Nature of Indirect Beneficial Ownership (Instr. 4) Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security (Instr. 3) 2. 3. Trans. Conversion Date or Exercise 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) (Instr. 3, 4 and 5) Code V (A) Restricted Stock Units (2) 11/27/2012 Restricted Stock Units (4) 11/27/2012 (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) 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) Amount or Number of Shares M 13 (1) (3) (3) Common Stock 13 $0 539 D M 24 (1) (5) (5) Common Stock 24 $0 1021 D 11. Nature of Indirect Beneficial Ownership (Instr. 4) Explanation of Responses: ( 1) Shares withheld for FICA tax for retirement eligible executives. ( 2) Each restricted stock unit represents a contingent right to receive one share of 3M common stock. ( 3) The restricted stock units will vest 100% on the first business day of the third calendar year following the year of the grant; vest date is 01/02/2013. ( 4) Each restricted stock unit represents a contingent right to receive one share of 3M common stock. ( 5) The restricted stock units will vest 100% five years from the grant date (9-1-2011). Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Kelly Michael A 3M CENTER ST. PAUL, MN 55144-1000 Other Executive Vice President Signatures George Ann Biros, attorney-in-fact for Michael A. Kelly ** Signature of Reporting Person 11/28/2012 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.