Ally Financial Inc. — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ally Financial Inc. (ALLY)
CIK: 0000040729
Period of Report: 2014-05-23

Reporting Person: Muir William F (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-23	Common Stock	M	3865	—	Acquired	3865	Direct
2014-05-23	Common Stock	F	302	$24.77	Disposed	3563	Direct
2014-05-23	Common Stock	D	3563	$24.77	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-23	Deferred Stock Units (DSU)	$	A	5279	Acquired		Common Stock (5279.0)	Direct
2014-05-23	Deferred Stock Units (DSU)	$	M	3865	Disposed		Common Stock (3865.0)	Direct

Footnotes

F1: The common stock reported includes (i) shares issued upon the settlement of a portion of DSUs awarded in prior periods, plus (ii) shares issued as a result of the immediate settlement of the portion of DSUs granted, to pay applicable taxes.

F2: Represents the per share fair market value of the Company's common stock as of May 14, 2014.

F3: Of the 302 shares of Common Stock, approximately 33 were priced at $29.03 per share and approximately 45 were priced at $24.15 per share as a result of required adjustments related to taxes attributable to prior pay periods.

F4: Each Deferred Stock Unit (DSU) represents a vested right to receive the value of one share of the Company's common stock in cash equal to the fair market value of a share of the Company's common stock. A portion of all DSUs granted are immediately settled to pay applicable taxes. DSUs do not have an expiration or exercise date or carry a conversion price. May reflect rounding of fractional shares.