SEC FORM 4

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

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)
08/14/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		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	1,061	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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	08/14/2015		J			85⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	85	⁽⁶⁾	0	I	by Spouse
Restricted Stock Units	⁽³⁾	08/14/2015		J			93⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	93	⁽⁶⁾	0	I	by Spouse
Non-qualified Stock Option (Right to Buy)⁽⁹⁾	$101.49	08/14/2015		J			156⁽¹⁰⁾	02/05/2014	02/03/2023	Common Stock	156	$0	309	I	by Spouse
Non-qualified Stock Option (Right to Buy)⁽¹¹⁾	$126.72	08/14/2015		J			313⁽¹⁰⁾	02/04/2015	02/02/2024	Common Stock	313	$0	155	I	by Spouse
Non-qualified Stock Option (Right to Buy)⁽⁹⁾	$101.49	10/28/2015		M			309	02/05/2014	02/03/2023	Common Stock	309	$0	0	I	by Spouse
Non-qualified Stock Option (Right to Buy)⁽¹¹⁾	$126.72	10/28/2015		M			155	02/04/2015	02/02/2024	Common Stock	155	$0	0	I	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).

	/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).
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