General Motors Co — Director's Dealing 2013

Oct 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2013-09-30

Reporting Person: Lee Timothy E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-30	Common Stock	M	12731	—	Acquired	13731	Direct
2013-09-30	Common Stock	D	5882	$35.97	Disposed	7849	Direct
2013-09-30	Common Stock	F	6849	$35.97	Disposed	1000	Direct
2013-09-30	Common Stock	M	6507	—	Acquired	7507	Direct
2013-09-30	Common Stock	D	3006	$35.97	Disposed	4501	Direct
2013-09-30	Common Stock	F	3501	$35.97	Disposed	1000	Direct
2013-09-30	Common Stock	M	5613	—	Acquired	6613	Direct
2013-09-30	Common Stock	D	2593	$35.97	Disposed	4020	Direct
2013-09-30	Common Stock	F	3020	$35.97	Disposed	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-30	Salary Stock Units	$0.0	M	12731	Disposed		Common Stock (12731.0)	Direct
2013-09-30	Salary Stock Units	$0.0	M	6507	Disposed		Common Stock (6507.0)	Direct
2013-09-30	Salary Stock Units	$0.0	M	5613	Disposed		Common Stock (5613.0)	Direct
2013-09-30	Salary Stock Units	$0.0	A	27523	Acquired		Common Stock (27523.0)	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, 2012 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, 2013 in cash, less a portion withheld for taxes.

F2: Each SSU is the economic equivalent of one share of the Company's common stock (the "Stock"). Grants of SSUs are fully vested when made and will be settled in three equal, annual installments beginning one year after the date of grant. The GMSSP gives the employee the option of having a settlement made by delivery of the Stock or of cash in an amount equal to the fair market value of the Stock as of the applicable anniversary date of the SSUs' grant. Under the GMSSP, the fair value of the Stock is the average of the high and low trading prices for the Stock as reported on the New York Stock Exchange, on which it is listed, on the date of the transaction, which was $35.97. The employee opted to have these settlements made by delivery of cash.

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, 2011.

F4: 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.

F5: On September 30, 2010 the employee received a grant of 5,615 SSUs, of which 1,871 SSUs were scheduled to be payable on September 30, 2013. 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 5,613 SSUs became payable on September 30, 2013.

F6: The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.

F7: The SSUs reported in this item were granted on September 30, 2013 and will be settled in three equal, annual installments beginning September 30, 2014.