SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ashish Khandpur K

(Last) (First) (Middle)
3M CENTER

(Street)
ST. PAUL MN 55144-1000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
3M CO [ MMM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, Chief Tech. Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 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)
Code V Amount (A) or (D) Price
Common Stock 02/03/2015 A 2,115.244(1) A $0 2,939.244 D
Common Stock 02/03/2015 F 733(1) D $165.94 2,206.244(2) D
Common Stock 714(3) I Spouse 401k/paesop
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)(4) $165.94 02/03/2015 A 25,445 02/03/2016 02/03/2025 Common Stock 25,445 $0 25,445 D
Restricted Stock Units (5) 02/03/2015 A 133 (6) (6) Common Stock 133 $0 133 I by spouse
Explanation of Responses:
1. This transaction reflects the imminent delivery of 2115.244 shares of 3M Common Stock earned as the result of the vesting of the 2012 performance shares awarded to the reporting person under the 3M Long-Term Incentive Plan. The number of shares withheld for taxes are estimated and will be revised by amendment, if necessary.
2. Includes shares acquired under 3M's General Employee Stock Purchase Plan.
3. Includes shares acquired pursuant to the 3M Voluntary Investment Plan.
4. This option becomes exercisable in equal installments on each of the first three anniversaries of the grant date (2/3/2015).
5. Each restricted stock unit represents a contingent right to receive one share of 3M common stock.
6. The restricted stock units will vest 100% on 2/3/2018.
/s/ Sheila B. Claugherty, attorney-in-fact for Ashish K. Khanpur 02/05/2015
** 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 Number.