Ally Financial Inc. — Regulatory Filings 2016

May 23, 2016

424B2 1 v440718_424b2.htm FINAL PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE

| Title
of Each Class of Securities Offered | Maximum
Aggregate Offering Price | Amount
of Registration Fee (1) |
| --- | --- | --- |
| 3.400 % Ally Financial Term Notes, Series A Due May 15, 2019 | $1,971,000 | $198.48 |
| 3.800 % Ally Financial Term Notes, Series A Due May 15, 2021 | $1,238,000 | $124.67 |

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

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Filed under Rule 424(b)(2), Registration Statement No. 333-206284

Pricing Supplement No. 107 - Dated Monday, May 23, 2016 (To: Prospectus dated August 10, 2015)

| CUSIP | Principal | Selling | Gross | Net | Coupon | Coupon | Coupon | Maturity | 1st
Coupon | 1st
Coupon | Survivor's | Product |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number | Amount | Price | Concession | Proceeds | Type | Rate | Frequency | Date | Date | Amount | Option | Ranking |
| 02006DJX0 | $1,971,000.00 | 100.00 % (1) | 1.125 % | $1,948,826.25 | Fixed | 3.400 % | Monthly | 05/15/2019 | 6/15/2016 | $1.79 | Yes | Senior Unsecured Notes |
| Redemption Information: Callable
at 100% on 5/15/2017 and Monthly thereafter with 30 Calendar Days Notice. | | | | | | | | | | | | |
| (1) Investment advisers, either registered under the Investment Advisers Act of 1940 or exempt therefrom, purchasing Notes for
the account of their advisory clients may be offered Notes at a 0.4500 % discount to the public offering price. | | | | | | | | | | | | |
| 02006DJY8 | $1,238,000.00 | 100.00 % (2) | 1.700 % | $1,216,954.00 | Fixed | 3.800 % | Monthly | 05/15/2021 | 6/15/2016 | $2.01 | Yes | Senior Unsecured Notes |
| Redemption Information: Callable
at 100% on 5/15/2017 and Monthly thereafter with 30 Calendar Days Notice. | | | | | | | | | | | | |
| (2) Investment advisers, either registered under the Investment Advisers Act of 1940 or exempt
therefrom, purchasing Notes for the account of their advisory clients may be offered
Notes at a 0.7500 % discount to the public offering price. | | | | | | | | | | | | |

| Ally Financial Inc. | Ally
Financial Inc. |
| --- | --- |
| Trade Date: Monday, May 23, 2016 @ 12:00 PM ET | Ally
Financial Term Notes, Series A |
| Settle Date: Thursday, May 26, 2016 | Prospectus
dated August 10, 2015 |
| Minimum Denomination/Increments: $1,000.00/$1,000.00 Initial trades settle flat and clear SDFS: DTC Book Entry only DTC Number 0235 via RBC Dain Rauscher Inc | |
| Agents: Incapital LLC, Citigroup, RBC Capital Markets, Morgan Stanley, J.P. Morgan | |
| If the maturity date or an interest payment date for any note is not a business day (as term is defined
in prospectus), principal, premium, if any, and interest for that note is paid on the next business day, and no interest will accrue
from, and after, the maturity date or interest payment date. | |
| Legal Matters- Validity of the Notes: In the opinion of counsel to Ally Financial Inc. (the “Company”), when the notes offered by
this pricing supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture
dated as of September 24, 1996, with The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”),
as amended and supplemented from time to time (the “Indenture”), and delivered against payment as contemplated herein,
such notes will be valid and binding obligations of the Company, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and
provided that I express no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law, (ii) the effect
of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii)
the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal
amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion is given as of the
date hereof and is limited to Federal laws of the United States of America, the law of the State of New York and the General Corporation
Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the Trustee’s authorization,
execution and delivery of the Indenture, the Trustee’s authentication of the notes, and the validity, binding nature and
enforceability of the Indenture with respect to the Trustee, and the genuineness of signatures and to such counsel’s reliance
on the Company and other sources as to certain factual matters, all as stated in the letter of such counsel dated August 24, 2012,
which has been filed as Exhibit 5.1 to the Registration Statement. | |

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