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: Girsky Stephen J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Common Stock	M	8679	—	Acquired	111705	Direct
2015-12-31	Common Stock	D	5366	$34.15	Disposed	106339	Direct
2015-12-31	Common Stock	F	3313	$34.15	Disposed	103026	Direct
2015-12-31	Common Stock	M	9731	—	Acquired	112757	Direct
2015-12-31	Common Stock	D	5854	$34.15	Disposed	106903	Direct
2015-12-31	Common Stock	F	3877	$34.15	Disposed	103026	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Salary Stock Units	$0.0	M	8679	Disposed		Common Stock (8679.0)	Direct
2015-12-31	Salary Stock Units	$0.0	M	9731	Disposed		Common Stock (9731.0)	Direct
2015-12-31	Deferred Share Units	$0.0	A	3643	Acquired		Common Stock (3643.0)	Direct
2015-12-31	Deferred Share Units	$0.0	A	164	Acquired		Common Stock (164.0)	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 December 31, 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 December 31, 2015 in cash, less a portion withheld for taxes.

F2: Each SSU is the economic equivalent of one share of the Common Stock. 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 Reporting Person the option of having a settlement made by delivery of shares of the Common Stock or by the delivery of cash in an amount equal to the fair market value of the Common Stock as of the applicable anniversary date of the SSU's grant. Under the GMSSP, the fair value of the Common Stock is the average of the high and low trading prices for the Common Stock as reported to the New York Stock Exchange, on which it is listed, on the date of the transaction, which was $34.15.

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, 2012 pursuant to the GMSSP. The portion of this award currently payable was settled on December 31, 2015 in cash, less a portion withheld for taxes.

F4: The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.

F5: As of July 1, 2014, Mr. Girsky ceased being an employee of the Company and remained on the Board of Directors as a Non-Employee Director. 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 converted to DSUs based on the average closing price of the Common Stock for the previous calendar year, which was $34.32. 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.

F6: Pursuant to the Plan, dividends on the DSUs are credited in DSUs at the end of year.