3M Co 8-K, filed Aug 18, 2020
3M Co (MMM)
About this 8-K
3M Co filed this 8-K on August 18, 2020, reporting on events of August 17, 2020.
Items reported
- Item 8.01: Other events
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
Michael F. Roman, Chairman and Chief Executive Officer, adopted a prearranged trading plan on August 17, 2020, in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934 and with 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 to exercise, on specified future dates, an employee stock option that may be nearing expiration, and simultaneously sell some or all of the shares underlying the option to generate the cash needed to pay the exercise price of the option and related income tax obligations. In the absence of a Rule 10b5-1 plan, an insider may be prohibited by insider trading rules from selling the option stock to pay the option exercise price and the related taxes, effectively depriving the insider of the ability to realize the benefit of the option.
Mr. Roman’s plan contemplates (A) the exercise of a fully vested employee stock option to purchase 9,747 shares of 3M common stock, provided that the market price of 3M common stock exceeds the exercise price of the option at the time of exercise, and (B) the sale of a sufficient number of shares underlying such option to pay the exercise price of that option and related tax withholding obligations. All transactions under the plan, if they occur, are expected to be completed by May 4, 2021. Mr. Roman 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 | |
| Ivan K. Fong, | ||
| Senior Vice President, General Counsel & Secretary | ||
August 18, 2020