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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Woodworth John 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)
VICE PRESIDENT CORP SC OPERTNS
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2012
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 05/03/2012 M 15,018(1) A $84.4 29,198 D
Common Stock 05/03/2012 F 14,179(1) D $89.39 15,019 D
Common Stock 05/03/2012 F 357(1) D $89.39 14,662 D
Common Stock 05/03/2012 M 30,532 A $54.11 45,194 D
Common Stock 05/03/2012 S 43 D $89.32 45,151 D
Common Stock 05/03/2012 S 1,499 D $89.33 43,652 D
Common Stock 05/03/2012 S 1,052 D $89.34 42,600 D
Common Stock 05/03/2012 S 5,832 D $89.35 36,768 D
Common Stock 05/03/2012 S 6,516 D $89.36 30,252 D
Common Stock 05/03/2012 S 1,945 D $89.37 28,307 D
Common Stock 05/03/2012 S 2,626 D $89.38 25,681 D
Common Stock 05/03/2012 S 2,151 D $89.39 23,530 D
Common Stock 05/03/2012 S 1,792 D $89.4 21,738 D
Common Stock 05/03/2012 S 1,936 D $89.41 19,802 D
Common Stock 05/03/2012 S 1,957 D $89.42 17,845 D
Common Stock 05/03/2012 S 1,383 D $89.43 16,462 D
Common Stock 05/03/2012 S 1,600 D $89.44 14,862 D
Common Stock 05/03/2012 S 100 D $89.4415 14,762 D
Common Stock 05/03/2012 S 100 D $89.445 14,662(2) D
Common Stock 903.58(3) I By Corporation
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) $84.4 05/03/2012 M 15,018(1) 05/12/2005 05/09/2014 Common Stock 15,018 $0 1,744 D
Non-qualified Stock Option (Right to Buy) $54.11 05/03/2012 M 30,532 02/09/2010 02/08/2019 Common Stock 30,532 $0 0 D
Non-qualified Stock Option (Right to Buy) $89.39 05/03/2012 A 14,536 11/03/2012 05/09/2014 Common Stock 14,536 $89.39 14,536 D
Explanation of Responses:
1. This Form is being filed to report the exercise of a 3M stock option for a total of 15,018 shares by means of a stock swap. A stock swap is a method of exercising a stock option in which the option holder attests to the ownership of enough shares of stock already owned by the option holder to cover the exercise price of the option being exercised. As a result of this stock swap, the reporting person acquired ownership of an additional 482 shares of 3M common stock. As a result of this transaction, 357 shares were sold to pay withholding taxes to the respective government agencies.
2. Includes shares acquired pursuant to 3M's Dividend Reinvestment Plan.
3. Includes dividend share equivalents, accrued quarterly, pursuant to 3M's Performance Awards Deferred Compensation Plan.
George Ann Biros, attorney-in-fact for John K. Woodworth 05/07/2012
** 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.