General Motors Co — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2012-12-31

Reporting Person: Davlin James A (Vice President & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	M	10948	—	Acquired	82276	Direct
2012-12-31	Common Stock	D	7415	$28.26	Disposed	74861	Direct
2012-12-31	Common Stock	F	3533	$28.26	Disposed	71328	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Salary Stock Units	$0	M	10948	Disposed		Common Stock (10948)	Direct
2012-12-31	Salary Stock Units	$0	A	5795	Acquired		Common Stock (5795)	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 December 31, 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 December 31, 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 $28.26.

F3: The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.

F4: The SSUs reported in this item were granted on December 31, 2012 and will be settled in three equal, annual installments beginning December 31, 2013.