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^*

SAUER BRAD T

(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)
EXEC VP HEALTH CARE

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2012

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)
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	05/04/2012		M		17,026⁽¹⁾	A	$84.4	33,232	D
Common Stock	05/04/2012		F		16,206⁽¹⁾	D	$88.67	17,026	D
Common Stock	05/04/2012		F		350⁽¹⁾	D	$88.67	16,676	D
Common Stock	05/04/2012		M		14,215	A	$76	30,891	D
Common Stock	05/04/2012		S		100	D	$88.5915	30,791	D
Common Stock	05/04/2012		S		3,700	D	$88.595	27,091	D
Common Stock	05/04/2012		S		2,700	D	$88.6	24,391	D
Common Stock	05/04/2012		S		2,000	D	$88.605	22,391	D
Common Stock	05/04/2012		S		1,300	D	$88.61	21,091	D
Common Stock	05/04/2012		S		1,178	D	$88.63	19,913	D
Common Stock	05/04/2012		S		100	D	$88.6315	19,813	D
Common Stock	05/04/2012		S		2,400	D	$88.635	17,413	D
Common Stock	05/04/2012		S		637	D	$88.64	16,776	D
Common Stock	05/04/2012		S		100	D	$88.645	16,676	D
Common Stock	05/07/2012		S		1,118	D	$88.0519	15,558	D
Common Stock	05/07/2012		S		800	D	$88.0615	14,758	D
Common Stock	05/07/2012		S		300	D	$88.0616	14,458	D
Common Stock	05/07/2012		S		100	D	$88.0617	14,358	D
Common Stock	05/07/2012		S		800	D	$88.065	13,558	D

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)
Non-qualified Stock Option (Right to Buy)	$84.4	05/04/2012		M			17,026⁽¹⁾	05/12/2005	05/09/2014	Common Stock	17,026	$0	974	D
Non-qualified Stock Option (Right to Buy)	$76	05/04/2012		M			14,215	04/27/2010	05/13/2013	Common Stock	14,215	$0	0	D
Non-qualified Stock Option (Right to Buy)	$88.67	05/04/2012		A		16,556		11/04/2012	05/09/2014	Common Stock	16,556	$88.67	16,556	D

Explanation of Responses:

1. This Form is being filed to report the exercise of a 3M stock option for a total of 17,026 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 470 shares of 3M common stock. As a result of this transaction, 350 shares were sold to pay withholding taxes to the respective government agencies.

	George Ann Biros, attorney-in-fact for Brad T. Sauer	05/08/2012
	** 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.