Item 8.01. Other Events
Ivan K. Fong, Executive Vice President, Chief Legal and Policy Officer and
Secretary, adopted a prearranged trading plan on August 6, 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. Fong's plan contemplates (A) the exercise of two fully vested employee stock
options to purchase an aggregate of 22,182 shares of 3M common stock, provided
that the market price of 3M common stock exceeds the exercise prices of the
options at the time of exercise, and (B) the sale of a sufficient number of
shares underlying such options to pay the exercise prices of the options and
related tax withholding obligations, then the sale of all remaining shares
underlying the options, but only if the stock price is at or above the minimum
prices as specified in the plan. All transactions under the plan, if they occur,
are expected to be completed by the end of November 18, 2021. Mr. Fong 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.
© Edgar Online, source Glimpses