SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
NOZARI M S

(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)
EXEC VP CONSUMER & OFFICE
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 95,759 D
Common Stock 4,637 I by 401k/PAESOP Trust
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $87.75 05/11/2007 J 13,065(1) 11/08/2006 05/11/2007 Common Stock 13,065 $0 0 D
Incentive Stock Option (right to buy) $43.35 05/09/2001 05/09/2010 Common Stock 2,306 2,306 D
Incentive Stock Option (right to buy) $58.625 05/08/2002 05/08/2011 Common Stock 1,704 1,704 D
Non-Qualified Stock Option (right to buy) $64.5 05/15/2003 05/14/2012 Common Stock 15,769 15,769 D
Non-Qualified Stock Option (right to buy) $76.8 05/10/2006 05/10/2015 Common Stock 50,518 50,518 D
Non-Qualified Stock Option (right to buy) $84.4 05/12/2005 05/09/2014 Common Stock 63,000 63,000 D
Non-Qualified Stock Option (right to buy) $84.78 05/08/2008 05/08/2017 Common Stock 32,200 32,200 D
Non-Qualified Stock Option (right to buy) $86 08/18/2005 05/06/2011 Common Stock 50,916 50,916 D
Non-Qualified Stock Option (right to buy) $86 08/18/2005 05/13/2013 Common Stock 29,218 29,218 D
Non-Qualified Stock Option (right to buy) $86.65 11/04/2004 05/12/2008 Common Stock 10,837 10,837 D
Non-Qualified Stock Option (right to buy) $86.65 11/04/2004 05/10/2009 Common Stock 19,414 19,414 D
Non-Qualified Stock Option (right to buy) $86.65 11/04/2004 05/07/2010 Common Stock 18,381 18,381 D
Non-Qualified Stock Option (right to buy) $87.35 05/09/2007 05/09/2016 Common Stock 52,000 52,000 D
Non-Qualified Stock Option (right to buy) $87.75 11/08/2006 05/12/2008 Common Stock 2,270 2,270 D
Non-Qualified Stock Option (right to buy) $87.75 11/08/2006 05/14/2012 Common Stock 105,590 105,590 D
Non-Qualified Stock Option (right to buy) $87.75 11/08/2006 05/13/2013 Common Stock 30,318 30,318 D
Explanation of Responses:
1. This transaction is an expiration of an employee stock option. No value was received by the reporting person for the expiration and it is being reported voluntarily for informational purposes. The expiration is exempt from the short-swing profits recovery provisions pursuant to Rule 16b-6(d) and is exempt from the reporting requirements pursuant to Rule 16a-4(d).
Remarks:
The indirectly-held common stock holding (401k/PAESOP) reported in Table I includes shares acquired during the fiscal year pursuant to the 3M Voluntary Investment Plan. The directly-held common stock holding reported in Table I includes shares acquired pursuant to 3M's Dividend Reinvestment Program in transactions exempt from Section 16; this total also includes shares acquired during the fiscal year pursuant to 3M's General Employee Stock Purchase Plan.
By: GeorgeAnn Biros For: Moe S Nozari 01/09/2008
** 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.
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