SEC Form 4 · accession 0001467858-15-000014

General Motors Co · GM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stephen J Girsky

Director

Period of report

Dec 31, 2014

Accepted (ET)

Jan 5, 2015 · 11:33 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001467858

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Dec 31, 2014	M	8,679	$0.00	A	111,705	D
Common Stock^F2	Dec 31, 2014	D	4,903	$35.17	D	106,802	D
Common Stock^F2	Dec 31, 2014	F	3,776	$35.17	D	103,026	D
Common Stock^F3,F2	Dec 31, 2014	M	9,731	$0.00	A	112,757	D
Common Stock^F2	Dec 31, 2014	D	6,016	$35.17	D	106,741	D
Common Stock^F2	Dec 31, 2014	F	3,715	$35.17	D	103,026	D
Common Stock^F4,F2	Dec 31, 2014	M	13,195	$0.00	A	116,221	D
Common Stock^F2	Dec 31, 2014	D	8,000	$35.17	D	108,221	D
Common Stock^F2	Dec 31, 2014	F	5,195	$35.17	D	103,026	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Salary Stock Units^F1,F2,F5	$0.00	Dec 31, 2014	M	8,679	D	—	—	Common Stock	8,679	17,357	D
Salary Stock Units^F3,F2,F5	$0.00	Dec 31, 2014	M	9,731	D	—	—	Common Stock	9,731	9,731	D
Salary Stock Units^F4,F2,F5	$0.00	Dec 31, 2014	M	13,195	D	—	—	Common Stock	13,195	0	D
Deferred Share Units^F6	$0.00	Dec 31, 2014	A	1,498	A	—	—	Common Stock	1,498	1,498	D
Deferred Share Units^F7	$0.00	Dec 31, 2014	A	21	A	—	—	Common Stock	21	1,519	D

Explanation of responses

F1The 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, 2014.
F2Each SSU is the economic equivalent of one share of the Company's common stock (the "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 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 $35.17. The employee opted to have these settlements made by delivery of cash, less a portion withheld for taxes.
F3The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on December 31, 2012.
F4The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on December 31, 2011.
F5The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.
F6As 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, 2014 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 $200,000 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. Amounts credited as DSUs will be paid in cash after the director leaves the Board. The Deferred Share Units do not have a conversion or exercise price, or an exercise or expiration date.
F7Pursuant to the Plan, dividends on the DSUs are credited in DSUs at the end of year.