UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): July 30, 2021
 
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware	 	File No. 1-3285	 	41-0417775	
(State or other jurisdiction of incorporation)	 	(Commission File Number)	 	(IRS Employer Identification No.)	
 	 	 	 	 	
3M Center, St. Paul, Minnesota	 	 	 	55144-1000	
(Address of Principal Executive Offices)	 	 	 	(Zip Code)	
 
(Registrant’s Telephone Number, Including Area Code) (651) 733-1110
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class	 	Trading Symbol(s)	 	Name of each exchange on which registered	
Common Stock, Par Value $.01 Per Share	 	MMM	 	New York Stock Exchange, Inc.	
	 	MMM	 	Chicago Stock Exchange, Inc.	
1.500% Notes due 2026	 	MMM26	 	New York Stock Exchange, Inc.	
0.375% Notes due 2022	 	MMM22A	 	New York Stock Exchange, Inc.	
0.950% Notes due 2023	 	MMM23	 	New York Stock Exchange, Inc.	
1.750% Notes due 2030	 	MMM30	 	New York Stock Exchange, Inc.	
1.500% Notes due 2031	 	MMM31	 	New York Stock Exchange, Inc.	
 
Note: The common stock of the Registrant is also traded on the SWX Swiss Exchange.

Securities registered pursuant to section 12(g) of the Act: None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company    ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act.     ¨

 

 

Item 8.01. Other Events
 
Michael F. Roman, Chairman and Chief Executive Officer, adopted a prearranged trading plan on July 30, 2021, in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934 and with 3M Company’s policies regarding transactions in 3M securities by insiders.
 
Rule 10b5-1 plans permit insiders to sell a specified portion of their holdings at a specified time or over a specified period of time pursuant to a written plan established at a time when the insider is not in possession of material non-public information. A Rule 10b5-1 plan offers an opportunity for an insider to provide for future transactions without concern about unforeseen future events that may be considered material non-public information at the time those transactions occur. A Rule 10b5-1 plan may, for example, allow an insider to exercise, on specified future dates, an employee stock option that may be nearing expiration, and simultaneously sell some or all of the shares underlying the option to generate the cash needed to pay the exercise price of the option and related income tax obligations. In the absence of a Rule 10b5-1 plan, an insider may be prohibited by insider trading rules from selling the option stock to pay the option exercise price and the related taxes, effectively depriving the insider of the ability to realize the benefit of the option.
 
Mr. Roman’s plan contemplates (A) the exercise of a fully vested employee stock option to purchase 10,610 shares of 3M common stock, provided that the market price of 3M common stock exceeds the exercise price of the option at the time of exercise, and (B) the sale of a sufficient number of shares underlying such option to pay the exercise price of that option and related tax withholding obligations, then the sale of all remaining shares underlying the option, but only if the stock price is at or above the minimum price as specified in the plan. All transactions under the plan, if they occur, are expected to be completed by the end of May 3, 2022. Mr. Roman is and, assuming execution of the transactions contemplated by the plan, would remain above the minimum stock ownership thresholds established by the Company for its executive officers. Any transactions under the plan will be disclosed publicly on Form 4 and, if applicable, in a Form 144, in each case as filed with the Securities and Exchange Commission.
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 	3M COMPANY	
 
	By:	/s/ Ivan K. Fong	
		Ivan K. Fong,	
		Executive Vice President, Chief Legal and Policy Officer & Secretary	
 
August 2, 2021