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FORM 4 U.S. SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 OMB NUMBER: 3235-0287
[ ] Check this box if no longer Expires: April 30, 1997
subject to Section 16. Form 4 Estimate average burden
or Form 5 obligations may STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP hours per response.....0.5
continue. See Instructions 1(b)
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
1.Name and Address of Reporting Person 2. Issuer Name and Ticker 6. Relationship of Reporting Person to Issuer
or Trading Symbol (Check all applicable)
Minnesota Mining and Manufacturing Director X 10% Owner
Company HEARx, Ltd. / Ticker: EAR ----- -----
(Last) (First) (Middle) 3. IRS or Social Security 4. Statement for Officer (give Other
Number of Reporting Month/Year ----- title ----- (specify
Attention: Gregg M. Larson, Assistant Person (voluntary) below) below)
General Counsel 3/96
(Street) 41-0417775 5. If Amendment,
Date of Original
3M Center (Month/Year) --------------------------------
(City) (State) (Zip) N/A
St. Paul MN 55144
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TABLE I NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired 5. Amount of 6. Owner- 7. Nature
(Instr. 3) action action (A)or Disposed of (D) Securities ship of
Date Code Benefic- Form: Indirect
(Instr. 8) (Instr. 3, 4 and 5) ially Direct Bene-
(Month/ Owned at (D) or ficial
Day/ Code V Amount (A) or Price End of Indirect Owner-
Year) (D) Month (I) ship
(Instr. 3 (Instr. (Instr.
and 4) 4) 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock (former Sr. Pfd.
Series A) 3/15/96 C[1] 3,000,000 A 3,000,000 D
Common Stock (former Sr. Pfd.
Series B) 3/15/96 C[1] 2,250,000 A 2,250,000 D
Common Stock (former Sr. Pfd.
Series D) 3/15/96 C[1] 1,492,600 A 1,492,600 D
Common Stock (former Sr. Pfd.
Series E) 3/15/96 C[1] 647,200 A 647,200 D
Common Stock (former Sr. Pfd.
Series G) 3/15/96 C[1] 1,492,600 A 1,492,600 D
[1] On March 15, 1996, the Issuer listed its Common Stock on the American Stock Exchange. As a result of the listing, the
Preferred Stock of the Issuer and the Warrants and Options to purchase Preferred Stock of the Issuer, then held by the
Reporting Person, automatically converted by their terms to Common Stock (or Options or Warrants to purchase Common
Stock) at a ratio of 1:100. Exempt pursuant to Rule 16b-6(b).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
(Print or Type Responses) SEC 1474 (8-92)
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TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(e.g., puts, calls, warrants, options, convertible securities)
1.Title of 2.Conver- 3.Trans- 4.Transac- 5.Number of 6.Date Exer- 7.Title 8.Price 9.Number 10.Owner- 11.Na-
Derivative sion or action tion Code Derivative cisable and Amount of of Deriv- ship ture
Security Exercise Date (Instr. 8) Securities and Expir- of Under- Deriv- ative Form of In-
(Instr. 3) Price (Month/ Acquired (A) ation Date lying ative Secur- of De- direct
of Day/ or Disposed (Month/ Securities Secur- ities rivative Bene-
Deriva- Year) of (D) Day/Year) ity Bene- Secu- ficial
tive (Instr. 3, (Instr. 3 (Instr. ficially rity; Own-
Security 4, and 5) and 4) 5) Owned Direct ership
at End (D) or (Instr.
Amount of Indi- 4)
Date Expir- or Month rect (I)
Exer- ation Title Number (Instr. (Instr.
cisa- Date of 4) 4)
Code (A) (D) ble Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sr. Pfd.
Series A 1:100 3/15/96 C[1] 30,000 immed. Common 3,000,000 -0- D
Sr. Pfd.
Series B 1:100 3/15/96 C[1] 22,500 immed. Common 2,250,000 -0- D
Sr. Pfd.
Series D 1:100 3/15/96 C[1] 14,926 immed. Common 1,492,600 -0- D
Sr. Pfd.
Series E 1:100 3/15/96 C[1] 6,472 immed. Common 647,200 -0- D
Sr. Pfd.
Series G 1:100 3/15/96 C[1] 14,926 immed. Common 1,492,600 -0- D
Warrants to
Purchase
Sr. Pfd.
Series C $.01 3/15/96 C[1] 11,000 immed. 2/22/98 Sr.Pfd. 11,000 -0- D
Series C
Warrants to
Purchase
Common Stock
(former Sr.
Pfd. Series
C) $.0001 3/15/96 C[1] 11,000 immed. 2/22/98 Common 1,100,000 11,000 D
Option to
Purchase
Sr. Pfd.
Series F $125.00 3/15/96 C[1] 8,000 immed. 4/30/97 Sr.Pfd. 8,000 -0- D
Series F
Option to
Purchase
Common Stock
(Former Sr.
Pfd. Series
F) $1.25 3/15/96 C[1] 8,000 immed. 4/30/97 Common 800,000 8,000 D
Explanation of Responses:
MINNESOTA MINING AND MANUFACTURING COMPANY
By: /s/ Roger P.Smith 7-9-96
** Intentional misstatements or omissions of facts constitute ---------------------------- -----------
Federal Criminal Violations. See 18 U.S.C. 1001 and Roger P. Smith Date
15. U.S.C. 78ff(a). Corporate Secretary
Note: File three copies of this Form, one of which must be manually signed. Page 2
If space provided is insufficient, see Instruction 6 for procedure. SEC 1474 (8-92)
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