General Motors Co — Director's Dealing 2013

Jul 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2013-06-30

Reporting Person: Girsky Stephen J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-30	Common Stock	M	14017	—	Acquired	149778	Direct
2013-06-30	Common Stock	D	7397	$33.26	Disposed	142381	Direct
2013-06-30	Common Stock	M	8775	—	Acquired	151156	Direct
2013-06-30	Common Stock	D	4631	$33.26	Disposed	146525	Direct
2013-06-30	Common Stock	M	13893	—	Acquired	160418	Direct
2013-06-30	Common Stock	D	7332	$33.26	Disposed	153086	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-30	Salary Stock Units	$0.0	M	14017	Disposed		Common Stock (14017.0)	Direct
2013-06-30	Salary Stock Units	$0.0	M	8775	Disposed		Common Stock (8775.0)	Direct
2013-06-30	Salary Stock Units	$0.0	M	13893	Disposed		Common Stock (13893.0)	Direct
2013-06-30	Salary Stock Units	$0.0	A	31946	Acquired		Common Stock (31946.0)	Direct
2013-06-30	Salary Stock Units	$0.0	A	7140	Acquired		Common Stock (7140.0)	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 June 30, 2012 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant.

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. As recently amended, 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 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 $33.26. The employee opted to have these settlements made by delivery of the stock.

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

F5: On June 30, 2010 the employee received a grant of 13,895 SSUs, of which 4,631 SSUs were scheduled to be payable on June 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 41,685 SSUs granted on June 30, 2010 of which 13,893 SSUs became payable on June 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 June 30, 2013 and will be settled in three equal, annual installments beginning June 30, 2014.

F8: The SSUs reported in this item were granted on June 30, 2013 and will be treated as if they were granted on March 31, 2013 (i.e., granted nunc pro tunc), so that they will be settled in three equal, annual installments beginning March 31, 2014.