General Motors Co — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2015-12-31

Reporting Person: Gooden Linda R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Deferred Share Units	$0.0	A	3338	Acquired		Common Stock (3338.0)	Direct
2015-12-31	Deferred Share Units	$0.0	A	88	Acquired		Common Stock (88.0)	Direct

Footnotes

F1: Deferred share units of the Company's Common Stock ("DSUs") were awarded on December 31, 2015 pursuant to the General Motors Company Deferred Compensation Plan (the "Plan") for Non-Employee Directors. Each non-employee director is required to defer one-half of the $250,000 annual retainer fee for service on the Board of Directors into DSUs and may elect to defer more. The retainer fee is pro-rated for a partial year of service and converted to DSUs based on the average closing price of the Common Stock for the period of service, which was $34.33. Amounts credited as DSUs will be paid in cash after the director leaves the Board, valued at the average daily closing price of the Common Stock for the quarter immediately preceding payment.

F2: Pursuant to the Plan, dividends on the DSUs are credited in DSUs at the end of year.