General Motors Co — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2012-09-30

Reporting Person: Lee Timothy E (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-30	Common Stock	M	6507	—	Acquired	7007	Direct
2012-09-30	Common Stock	D	2638	$22.91	Disposed	4369	Direct
2012-09-30	Common Stock	F	3869	$22.91	Disposed	500	Direct
2012-09-30	Common Stock	M	5616	—	Acquired	6116	Direct
2012-09-30	Common Stock	D	2277	$22.91	Disposed	3839	Direct
2012-09-30	Common Stock	F	3339	$22.91	Disposed	500	Direct
2012-09-30	Common Stock	M	2646	—	Acquired	3146	Direct
2012-09-30	Common Stock	D	1072	$22.91	Disposed	2074	Direct
2012-09-30	Common Stock	F	1574	$22.91	Disposed	500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-30	Salary Stock Units	$0	M	6507	Disposed		Common Stock (6507)	Direct
2012-09-30	Salary Stock Units	$0	M	5616	Disposed		Common Stock (5616)	Direct
2012-09-30	Salary Stock Units	$0	M	2646	Disposed		Common Stock (2646)	Direct
2012-09-30	Salary Stock Units	$0	A	38193	Acquired		Common Stock (38193)	Direct

Footnotes

F1: The Common Stock reported in this item was issued upon the settlement of a portion of a grant of Salary Stock Units ("SSUs) awarded on September 30, 2011 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant. The portion of this award currently payable was settled on September 30, 2012 in cash, less a portion withheld for taxes.

F2: Each SSU is the economic equivalent of one share of the Company's common stock. Grants of SSU are fully vested when made and will be settled in three equal, annual installments beginning one year after the date of grant, by the delivery of cash in an amount equal to the fair market value of the Company's common stock as of the applicable anniversary date of the SSU's grant. Under the GMSSP, the fair value of the Company's common stock is the average of the high and low trading prices for the Company's common stock as reported on the New York Stock Exchange, on which it is listed, on the date of the transaction, which was $22.91.

F3: The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on September 30, 2010.

F4: On September 30, 2010 the employee received a grant of 5,615 SSUs, of which 1,872 SSUs were scheduled to be payable on September 30, 2012. On November 1, 2010 the Company amended its certificate of incorporation to effect a stock split in which each issued and outstanding share of Common Stock was converted into three shares of Common Stock. Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted into three SSUs, so that the employee was credited with a total of 16,845 SSUs granted on September 30, 2010 of which 5,616 SSUs became payable on September 30, 2012.

F5: The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on September 30, 2009.

F6: On September 30, 2009 the employee received a grant of 2,646 SSUs, of which882 SSUs were scheduled to be payable on September 30, 2012. On November 1, 2010 the Company amended its certificate of incorporation to effect a stock split in which each issued and outstanding share of Common Stock was converted into three shares of Common Stock. Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted into three SSUs, so that the employee was credited with a total of 7,938 SSUs granted on September 30, 2010 of which 2,646 SSUs became payable on September 30, 2012.

F7: The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.

F8: The SSUs reported in this item were granted on September 30, 2012 and will be settled in three equal, annual installments beginning September 30, 2013.