General Motors Co — Director's Dealing 2012

Dec 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2012-12-14

Reporting Person: FERGUSON ROBERT E (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock	A	9701	—	Acquired	35351	Direct
2012-12-14	Common Stock	F	3099	$24.76	Disposed	32252	Direct
2012-12-14	Common Stock	A	19063	—	Acquired	51315	Direct
2012-12-14	Common Stock	F	3686	$24.76	Disposed	47629	Direct
2012-12-14	Common Stock	A	26858	—	Acquired	74487	Direct
2012-12-14	Common Stock	F	11267	$24.76	Disposed	63220	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	Restricted Stock Units	$0	D	9701	Disposed		Common Stock (9701)	Direct
2012-12-14	Restricted Stock Units	$0	D	19063	Disposed		Common Stock (19063)	Direct

Footnotes

F1: The Common Stock reported in this item was granted under the Company's 2009 Long-Term Incentive Plan on December 14, 2012 upon the cancellation of the Restricted Stock Units ("RSUs") granted to the employee on February 10, 2011. These shares were fully vested upon grant but will be subject to restrictions on sale until February 10, 2014.

F2: The Common Stock reported in this item was granted under the Company's 2009 Long-Term Incentive Plan on December 14, 2012 upon the cancellation of the RSUs granted to the employee on March 15, 2012. These shares were fully vested upon grant but two-thirds of the shares are subject to restrictions on sale until March 15, 2014, and the remaining one-third of the shares are subject to restrictions on sale until March 15, 2015.

F3: The Common Stock reported in this item was granted under the Company's 2009 Long-Term Incentive Plan on December 14, 2012. These shares were fully vested upon grant but two-thirds of the shares are subject to restrictions on sale until March 15, 2015, and the remaining one-third of the shares are subject to restrictions on sale until March 15, 2016.

F4: The RSUs reported in this item were cancelled upon the issuance of the Common Stock reported above. The RSUs did not have an expiration or exercise date or a conversion or exercise price.