Item 8.01. Other Events
Michael F. Roman, Chairman and Chief Executive Officer, adopted a prearranged
trading plan on July 30, 2021, 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 10,610 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, then the sale of all remaining shares underlying the option, but
only if the stock price is at or above the minimum price as specified in the
plan. All transactions under the plan, if they occur, are expected to be
completed by the end of May 3, 2022. 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.
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