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: Barra Mary T (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	M	8453	—	Acquired	98088	Direct
2012-12-31	Common Stock	D	5845	$28.26	Disposed	92243	Direct
2012-12-31	Common Stock	F	2608	$28.26	Disposed	89635	Direct
2012-12-31	Common Stock	M	2117	—	Acquired	91752	Direct
2012-12-31	Common Stock	D	1448	$28.26	Disposed	90304	Direct
2012-12-31	Common Stock	F	669	$28.26	Disposed	89635	Direct
2012-12-31	Common Stock	M	1383	—	Acquired	91018	Direct
2012-12-31	Common Stock	D	945	$28.26	Disposed	90073	Direct
2012-12-31	Common Stock	F	438	$28.26	Disposed	89635	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Salary Stock Units	$0	M	8453	Disposed		Common Stock (8453)	Direct
2012-12-31	Salary Stock Units	$0	M	2117	Disposed		Common Stock (2117)	Direct
2012-12-31	Salary Stock Units	$	M	1383	Disposed		Common Stock (1383)	Direct
2012-12-31	Salary Stock Units	$0	A	22117	Acquired		Common Stock (22117)	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 Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on December 31, 2010.

F4: The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on December 31, 2009.

F5: On December 31, 2009 the employee received a grant of 1,383 SSUs, of which 461 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 4,152 SSUs granted on December 31, 2009 of which 1,383 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 December 31, 2012 and will be settled in three equal, annual installments beginning December 31, 2013.