General Motors Co — Director's Dealing 2014

Oct 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2014-09-30

Reporting Person: Millikin Michael P (Executive Vice President & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-30	Common Stock	M	6325	—	Acquired	87989	Direct
2014-09-30	Common Stock	D	3327	$32.11	Disposed	84662	Direct
2014-09-30	Common Stock	F	2998	$32.11	Disposed	81664	Direct
2014-09-30	Common Stock	M	8839	—	Acquired	90503	Direct
2014-09-30	Common Stock	D	4649	$32.11	Disposed	85854	Direct
2014-09-30	Common Stock	F	4190	$32.11	Disposed	81664	Direct
2014-09-30	Common Stock	M	8436	—	Acquired	90100	Direct
2014-09-30	Common Stock	D	4437	$32.11	Disposed	85663	Direct
2014-09-30	Common Stock	F	3999	$32.11	Disposed	81664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-30	Salary Stock Units	$0.0	M	6325	Disposed		Common Stock (6325.0)	Direct
2014-09-30	Salary Stock Units	$0.0	M	8839	Disposed		Common Stock (8839.0)	Direct
2014-09-30	Salary Stock Units	$0.0	M	8436	Disposed		Common Stock (8436.0)	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 September 30, 2013 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant. The portion of this award currently payable was settled on September 30, 2014.

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 tives 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 $32.11. 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 September 30, 2012.

F4: The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on September 30, 2011.

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