General Motors Co — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Motors Co (GM)
CIK: 0001467858
Period of Report: 2016-12-31

Reporting Person: Jacoby Stefan (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	M	4901	—	Acquired	23671	Direct
2016-12-31	Common Stock	D	2767	$34.99	Disposed	20904	Direct
2016-12-31	Common Stock	F	2134	$34.99	Disposed	18770	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Salary Stock Units	$0.0	M	4901	Disposed		Common Stock (4901.0)	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, 2016 in cash, less a portion withheld for taxes.

F2: Each SSU is the economic equivalent of one share of the Company's Common Stock. Grants of SSUs are fully vested when made and settled in three equal, annual installments beginning one year after the date of grant. The GMSSP gave 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 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 Stock as reported on the New York Stock Exchange, on which it is listed, on December 30, 2016, which was $34.99.

F3: The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.