Edgar Filing: SAUER BRAD T

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SAUER BRAD T

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

(Last)

(First)

(Middle)

3M CENTER

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012

(Street)

ST. PAUL, MN 55144-1000

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/16/2012		M⁽¹⁾		20,600	A	$ 64.5	47,767	D
Common Stock	02/16/2012		F		15,159	D	$ 87.65	32,608	D
Common Stock	02/16/2012		F		2,323	D	$ 87.65	30,285	D
Common Stock	02/16/2012		S		3	D	$ 86.94	30,282	D
Common Stock	02/16/2012		S		3	D	$ 86.95	30,279	D
Common Stock	02/16/2012		S		203	D	$ 86.96	30,076	D
Common Stock	02/16/2012		S		203	D	$ 86.97	29,873	D
Common Stock	02/16/2012		S		203	D	$ 86.98	29,670	D
Common Stock	02/16/2012		S		3	D	$ 86.99	29,667	D
Common Stock	02/16/2012		S		275	D	$ 87	29,392	D
Common Stock	02/16/2012		S		1,578	D	$ 87.01	27,814	D
Common Stock	02/16/2012		S		263	D	$ 87.02	27,551	D
Common Stock	02/16/2012		S		117	D	$ 87.04	27,434	D
Common Stock	02/16/2012		S		135	D	$ 87.05	27,299	D
Common Stock	02/16/2012		S		200	D	$ 87.055	27,099	D
Common Stock	02/16/2012		S		103	D	$ 87.06	26,996	D
Common Stock	02/16/2012		S		303	D	$ 87.07	26,693	D
Common Stock	02/16/2012		S		440	D	$ 87.08	26,253	D
Common Stock	02/16/2012		S		200	D	$ 87.09	26,053	D
Common Stock	02/16/2012		S		1,703	D	$ 87.1	24,350	D
Common Stock	02/16/2012		S		303	D	$ 87.11	24,047	D
Common Stock	02/16/2012		S		2,694	D	$ 87.12	21,353	D
Common Stock	02/16/2012		S		200	D	$ 87.14	21,153	D
Common Stock	02/16/2012		S		53	D	$ 87.15	21,100	D
Common Stock	02/16/2012		S		230	D	$ 87.16	20,870	D
Common Stock	02/16/2012		S		8	D	$ 87.17	20,862	D
Common Stock	02/16/2012		S		3	D	$ 87.18	20,859	D
Common Stock	02/16/2012		S		103	D	$ 87.19	20,756	D
Common Stock	02/16/2012		S		850	D	$ 87.2	19,906	D
Common Stock	02/17/2012		S		3,700	D	$ 88	16,206	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified Stock Option (Right to Buy)

$ 64.5

02/16/2012

M⁽¹⁾

20,600

05/15/2003

05/14/2012

Common Stock

20,600

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SAUER BRAD T 3M CENTER ST. PAUL, MN 55144-1000			EXEC VP HEALTH CARE

Signatures

George Ann Biros, attorney-in-fact for Brad T. Sauer		02/17/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form is being filed to report the exercise of a 3M stock option for a total of 20,600 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 3,118 shares of 3M common stock. As a result of this transaction, 2,323 shares were sold to pay withholding taxes to the respective government agencies.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.