General Motors Co — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2013-09-30

Reporting Person: Stevens Charles K. III (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	M	2916	—	Acquired	2916	Direct
2014-02-10	Common Stock	F	931	$35.27	Disposed	1985	Direct
2014-02-11	Common Stock	S	1985	$35.22	Disposed	0	Direct
2013-12-31	Common Stock	M	148	—	Acquired	148	Direct
2013-12-31	Common Stock	D	99	$40.81	Disposed	49	Direct
2013-12-31	Common Stock	F	49	$40.81	Disposed	0	Direct
2013-09-30	Common Stock	M	182	—	Acquired	182	Direct
2013-09-30	Common Stock	D	122	$35.97	Disposed	60	Direct
2013-09-30	Common Stock	F	60	$35.97	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-10	Restricted Stock Units	$0.0	M	2916	Disposed		Common Stock (2916.0)	Direct
2013-12-31	Salary Stock Units	$0.0	M	148	Disposed		Common Stock (148.0)	Direct
2013-09-30	Salary Stock Units	$0.0	M	182	Disposed		Common Stock (182.0)	Direct

Footnotes

F1: The Common Stock reported in this item was issued and delivered upon the vesting of the portion of a grant of Restricted Stock Units ("RSUs") awarded on February 10, 2011 (the "2011 RSU Grant") pursuant to the Company's 2009 Long-Term Incentive Plan (the "GMLTIP"). Each RSU represents a right to receive one share of the Company's common stock (the "Common Stock") upon settlement.

F2: 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 Decembr 31, 2012 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant. Each SSU is the economic equivalent of one share of the Common Stock.

F3: The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awareded on September 30, 2012 pursuant to the GMSSP and veted upon grant.

F4: The RSUs do not have a conversion or exercise price, or a date on which they are exercisable or expire.

F5: 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. 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. The employee opted to have these settlements made by delivery of cash, less a portion withheld for taxes.