General Motors Co — Director's Dealing 2015

Oct 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2015-10-01

Reporting Person: Engle Barry L II (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-01	Restricted Stock Units	$0.0	A	8152	Acquired		Common Stock (8152.0)	Direct
2015-10-01	Employee Stock Option	$30.67	A	252213	Acquired	2025-07-28	Common Stock (252213.0)	Direct

Footnotes

F1: Restricted Stock Units ("RSUs") are awarded pursuant to the Company's 2014 Long-Term Incentive Plan (the "GMLTIP"). Each RSU represents a right to receive one share of the Company's common stock upon settlement. RSUs will be settled when they vest provided that the conditions in the GMLTIP have been satisfied. RSUs do not have an expiration or exercise date or carry a conversion or exercise price.

F2: The RSUs reported in this item were awarded on October 1, 2015. The RSUs will vest in three equal, annual installments beginning on February 11, 2016 provided that the reporting person remains continuously employed through the vesting date.

F3: The stock options were granted under the GMLTIP and vest as follows: 40% on February 15, 2017; 20% on February 15, 2018 upon meeting or exceeding the median Total Shareholder Return ("TSR") of the original equipment manufacturers, other than the Company, as of the grant date in the Dow Jones Automobiles and Parts Titan 30 Index ("OEM Peer Group") for the period July 28, 2015 through December 31, 2017; 20% on February 15, 2019 upon meeting or exceeding the median TSR of the OEM Peer Group for the period July 28, 2015 through December 31, 2018; and 20% on February 15, 2020 upon meeting or exceeding the median TSR of the OEM Peer Group for the period July 28, 2015 through December 31, 2019.