SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Solventum Corporation (Name of Issuer) |
Common Stock (Title of Class of Securities) |
83444M101 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
Rule 13d-1(b) |
Rule 13d-1(c) |
Rule 13d-1(d) |
SCHEDULE 13G
|
CUSIP No. | 83444M101 |
1 | Names of Reporting Persons
3M Company | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
34,369,190.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
11 | Percent of class represented by amount in row (9)
19.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
Item 1. | ||
(a) | Name of issuer:
Solventum Corporation | |
(b) | Address of issuer's principal executive offices:
3M Center, Building 275-6W, 2510 Conway Avenue East, Maplewood, MN, 55114 | |
Item 2. | ||
(a) | Name of person filing:
3M Company | |
(b) | Address or principal business office or, if none, residence:
3M Center, St. Paul, MN 55144-1000 | |
(c) | Citizenship:
Delaware | |
(d) | Title of class of securities:
Common Stock | |
(e) | CUSIP No.:
83444M101 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
(b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
(e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
(f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
(g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
(h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
(k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
34,369,190 shares of common stock. Prior to April 1, 2024, Solventum Corporation was a wholly owned subsidiary of 3M Company. On April 1, 2024, 3M Company completed the separation of Solventum Corporation through the distribution of approximately 80.1% of the shares of Solventum Corporation common stock to holders of 3M Company common stock. As of September 30, 2024, 3M Company beneficially owned 34,369,190 shares, or approximately 19.9%, of the outstanding shares of Solventum Corporation common stock. | |
(b) | Percent of class:
The percent of class is based on 172,754,070 shares of common stock outstanding as of September 30, 2024, as reported in Solventum Corporation's Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 8, 2024. 19.9 %
| |
(c) | Number of shares as to which the person has:
| |
(i) Sole power to vote or to direct the vote:
0. In connection with the separation of Solventum Corporation from 3M Company, 3M Company and Solventum Corporation entered into a Stockholder and Registration Rights Agreement, dated as of March 31, 2024, pursuant to which 3M Company granted to Solventum Corporation a proxy to vote the shares of Solventum Corporation common stock owned by 3M Company in proportion to the votes cast by Solventum Corporation's other stockholders. As a result, 3M Company does not exercise voting power over any of the shares of Solventum Corporation common stock that it beneficially owns. | ||
(ii) Shared power to vote or to direct the vote:
0 | ||
(iii) Sole power to dispose or to direct the disposition of:
34,369,190 | ||
(iv) Shared power to dispose or to direct the disposition of:
0 | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
Item 9. | Notice of Dissolution of Group. | |
Not Applicable
|
Item 10. | Certifications: |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|