SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on November 14, 2024
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Solventum Corporation
(Name of Issuer) |
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Common Stock
(Title of Class of Securities) |
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83444M101
(CUSIP Number) |
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09/30/2024
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 83444M101 |
| 1 | Names of Reporting Persons
3M Company
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
34,369,190.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.9 %
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| 12 | Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Solventum Corporation
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| (b) | Address of issuer's principal executive offices:
3M Center, Building 275-6W, 2510 Conway Avenue East, Maplewood, MN, 55114
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| Item 2. | ||
| (a) | Name of person filing:
3M Company
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| (b) | Address or principal business office or, if none, residence:
3M Center, St. Paul, MN 55144-1000
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| (c) | Citizenship:
Delaware
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| (d) | Title of class of securities:
Common Stock
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| (e) | CUSIP No.:
83444M101
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
34,369,190 shares of common stock. Prior to April 1, 2024, Solventum Corporation was a wholly owned subsidiary of 3M Company. On April 1, 2024, 3M Company completed the separation of Solventum Corporation through the distribution of approximately 80.1% of the shares of Solventum Corporation common stock to holders of 3M Company common stock. As of September 30, 2024, 3M Company beneficially owned 34,369,190 shares, or approximately 19.9%, of the outstanding shares of Solventum Corporation common stock.
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| (b) | Percent of class:
The percent of class is based on 172,754,070 shares of common stock outstanding as of September 30, 2024, as reported in Solventum Corporation's Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 8, 2024. 19.9 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0. In connection with the separation of Solventum Corporation from 3M Company, 3M Company and Solventum Corporation entered into a Stockholder and Registration Rights Agreement, dated as of March 31, 2024, pursuant to which 3M Company granted to Solventum Corporation a proxy to vote the shares of Solventum Corporation common stock owned by 3M Company in proportion to the votes cast by Solventum Corporation's other stockholders. As a result, 3M Company does not exercise voting power over any of the shares of Solventum Corporation common stock that it beneficially owns.
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| (ii) Shared power to vote or to direct the vote:
0
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| (iii) Sole power to dispose or to direct the disposition of:
34,369,190
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| (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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