UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events
Julie L. Bushman, Executive Vice President, International Operations, adopted a prearranged trading plan on November 5, 2019, in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, and 3M Company’s policies regarding transactions in 3M securities by insiders.
Rule 10b5-1 plans permit insiders to sell a specified portion of their holdings at a specified time or over a specified period of time pursuant to a written plan established at a time when the insider is not in possession of material non-public information. A Rule 10b5-1 plan offers an opportunity for an insider to provide for future transactions without concern about unforeseen future events that may be considered material non-public information at the time those transactions occur. A Rule 10b5-1 plan may, for example, allow an insider who holds unvested restricted stock units granted to the insider as equity compensation to sell some or all of the 3M stock issuable to the insider on the vesting date, to generate the cash needed to pay tax withholding obligations due on the vesting date or to realize the cash value of the award. In the absence of a Rule 10b5-1 plan, an insider may be prohibited by insider trading rules from selling the vested stock to pay the related taxes or to realize the cash value of the award, potentially creating a liquidity problem for the insider or depriving the insider of the compensatory benefit of the award.
Ms. Bushman’s plan contemplates the sale of up to 12,646 shares of 3M common stock expected to be issued to her upon the vesting of an equal number of restricted stock units previously granted to her under a 3M equity compensation plan. Shares will be sold under the plan only if they may be sold at or above a minimum price specified in the plan. If any shares remain unsold on May 1, 2020, the plan will terminate at that time, and the unsold shares will not be sold pursuant to the plan. Ms. Bushman is and, assuming execution of the transactions contemplated by the plan, would remain above the minimum stock ownership thresholds established by the Company for its executive officers. Any transactions under the plan will be disclosed publicly on Form 4 and, if applicable, in a Form 144, in each case as filed with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| 3M COMPANY | ||
| By: | /s/ Ivan K. Fong | |
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Ivan K. Fong, Senior Vice President, General Counsel & Secretary | ||
November 6, 2019