Sec Form 4 Filing - Stephenson Carol @ General Motors Co - 2018-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stephenson Carol
2. Issuer Name and Ticker or Trading Symbol
General Motors Co [ GM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 RENAISSANCE CENTER, M/C: 482-C23-A68
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2018
(Street)
DETROIT, MI48265-3000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Share Units $ 0 ( 1 ) 12/31/2018 A 5,918 ( 1 ) ( 1 ) Common Stock 5,918 $ 0 ( 1 ) 57,011 D
Deferred Share Units $ 0 ( 2 ) 12/31/2018 A 2,306 ( 2 ) ( 2 ) Common Stock 2,306 $ 0 ( 2 ) 59,317 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stephenson Carol
300 RENAISSANCE CENTER
M/C: 482-C23-A68
DETROIT, MI48265-3000
X
Signatures
/s/ Tia Y. Turk, Attorney-In-Fact for Ms. Stephenson 01/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Deferred share units of the Company's Common Stock ("DSUs") were awarded on December 31, 2018, 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 $285,000 annual retainer fee for service on the Board of Directors into DSUs and may elect to defer more. The deferred portion of the retainer fee is converted to DSUs based on the average closing price of the Company's Common Stock during the previous calendar year, which was $37.81 in 2018. Amounts credited as DSUs will be paid in cash after the director leaves the Board, valued at the average closing price of the Company's Common Stock during the quarter immediately preceding payment.
( 2 )Represents dividends accrued on DSUs in 2018 that were credited as additional DSUs at the end of the year pursuant to the terms of the Plan. The dividends were converted to DSUs based on the average of the high and low trading price of the Company's Common Stock on the applicable quarterly dividend payment date.

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