General Motors Co — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2013-03-31

Reporting Person: Millikin Michael P (Senior Vice President & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-31	Common Stock	M	8322	—	Acquired	78467	Direct
2013-03-31	Common Stock	D	2731	$27.87	Disposed	75736	Direct
2013-03-31	Common Stock	F	5591	$27.87	Disposed	70145	Direct
2013-03-31	Common Stock	M	5475	—	Acquired	75620	Direct
2013-03-31	Common Stock	D	1796	$27.87	Disposed	73824	Direct
2013-03-31	Common Stock	F	3679	$27.87	Disposed	70145	Direct
2013-03-31	Common Stock	M	4431	—	Acquired	74576	Direct
2013-03-31	Common Stock	D	1454	$27.87	Disposed	73122	Direct
2013-03-31	Common Stock	F	2977	$27.87	Disposed	70145	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-31	Salary Stock Units	$0.0	M	8322	Disposed		Common Stock (8322.0)	Direct
2013-03-31	Salary Stock Units	$0.0	M	5475	Disposed		Common Stock (5475.0)	Direct
2013-03-31	Salary Stock Units	$0.0	M	4431	Disposed		Common Stock (4431.0)	Direct
2013-03-31	Salary Stock Units	$0.0	A	21798	Acquired		Common Stock (21798.0)	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 March 31, 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 March 31, 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. 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 $27.87.

F3: The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on March 31, 2011.

F4: The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on March 31, 2010.

F5: On March 31, 2010 the employee received a grant of 4,433 SSUs, of which 1,477 SSUs were scheduled to be payable on December 31, 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 13,299 SSUs granted on March 31, 2010 of which 4,431 SSUs became payable on December 31, 2012.

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 March 31, 2013 and will be settled in three equal, annual installments beginning March 31, 2014.