Ally Financial Inc. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ally Financial Inc. (ALLY)
CIK: 0000040729
Period of Report: 2015-12-31

Reporting Person: Solomon William B Jr (GVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Common Stock	M	7847	—	Acquired	56274	Direct
2015-12-31	Common Stock	D	7847	$19.23	Disposed	48427	Direct
2015-12-31	Common Stock	M	2665	—	Acquired	51092	Direct
2015-12-31	Common Stock	D	2665	$18.40	Disposed	48427	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Deferred Stock Units (DSU)	$	M	7847	Disposed		Common Stock (7847.0)	Direct
2015-12-31	Incentive Restricted Stock Units (IRSU)	$	M	2665	Disposed		Common Stock (2665.0)	Direct

Footnotes

F1: The common stock reported includes shares deemed issued upon the settlement of a portion of DSUs awarded in prior periods.

F2: Represents the per share fair market value of the Company's common stock as of December 23 2015.

F3: The common stock reported includes shares deemed issued upon the settlement of a portion of IRSUs awarded in prior periods.

F4: Represents the per share fair market value of the Company's common stock as of December 18 2015.

F5: Each 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. DSUs do not have an expiration or exercise date or carry a conversion price. May reflect rounding of fractional shares.

F6: Each IRSU represents a contingent right to receive the value of one share of the Company's common stock in cash on the applicable settlement dates. IRSUs do not have an expiration or exercise date or carry a conversion price. Reflects a fractional share rounded up to the nearest full share.