General Motors Co — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2013-12-31

Reporting Person: Lee Timothy E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock	M	10321	—	Acquired	11321	Direct
2013-12-31	Common Stock	D	7008	$40.81	Disposed	4313	Direct
2013-12-31	Common Stock	F	3313	$40.81	Disposed	1000	Direct
2013-12-31	Common Stock	M	6536	—	Acquired	7536	Direct
2013-12-31	Common Stock	D	4471	$40.81	Disposed	3065	Direct
2013-12-31	Common Stock	F	2065	$40.81	Disposed	1000	Direct
2013-12-31	Common Stock	M	2747	—	Acquired	3747	Direct
2013-12-31	Common Stock	D	1879	$40.81	Disposed	1868	Direct
2013-12-31	Common Stock	F	868	$40.81	Disposed	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-31	Salary Stock Units	$0.0	M	10321	Disposed		Common Stock (10321.0)	Direct
2013-12-31	Salary Stock Units	$0.0	M	6536	Disposed		Common Stock (6536.0)	Direct
2013-12-31	Salary Stock Units	$0.0	M	2747	Disposed		Common Stock (2747.0)	Direct
2013-12-31	Salary Stock Units	$0.0	A	24259	Acquired		Common Stock (24259.0)	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 ("SSU") awarded on December 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 December 31, 2013.

F2: Each SSU is the economic equivalent of one share of the Company's common stock (the "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. 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 $40.81. The employee opted to have these settlements made by delivery of cash, less a portion withheld for taxes.

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, 2011.

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, 2010.

F5: The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.

F6: The SSUs reported in this item were granted on December 31, 2013 and will be settled in three equal, annual installments beginning December 31, 2014.