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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| GM Stock $1-2/3 Par Value Deferred Stock Units (2) | $ 0 | 05/19/2009 | M | 20,745 | (2) | (2) | General Motors Common Stock, $1-2/3 Par Value | 20,745 | $ 0 | 0 | D | ||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 75.5 | 01/10/2001(3) | 01/11/2010 | General Motors Common Stock, $1-2/3 Par Value | 18,000 | 18,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 52.35 | 01/08/2002(3) | 01/09/2011 | General Motors Common Stock, $1-2/3 Par Value | 19,000 | 19,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 50.46 | 01/07/2003(3) | 01/08/2012 | General Motors Common Stock, $1-2/3 Par Value | 40,000 | 40,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 50.82 | 02/04/2003(3) | 02/05/2012 | General Motors Common Stock, $1-2/3 Par Value | 20,000 | 20,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 40.05 | 01/21/2004(3) | 01/22/2013 | General Motors Common Stock, $1-2/3 Par Value | 45,000 | 45,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 53.92 | 01/23/2005(3) | 01/24/2014 | General Motors Common Stock, $1-2/3 Par Value | 36,000 | 36,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 36.37 | 01/24/2006(3) | 01/25/2015 | General Motors Common Stock, $1-2/3 Par Value | 36,000 | 36,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 20.9 | 02/23/2007(3) | 02/24/2016 | General Motors Common Stock, $1-2/3 Par Value | 36,000 | 36,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 29.11 | 03/20/2008(3) | 03/21/2017 | General Motors Common Stock, $1-2/3 Par Value | 40,000 | 40,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (3) | $ 23.13 | 03/05/2009(3) | 03/06/2018 | General Motors Common Stock, $1-2/3 Par Value | 63,750 | 63,750 | D | ||||||||
| GM Stock $1-2/3 Par Value Restricted Stock Units (4) | $ 0 | 03/20/2008(4) | (4) | General Motors Common Stock, $1-2/3 Par Value | 26,666 | 26,666 | D | ||||||||
| GM Stock $1-2/3 Par Value Restricted Stock Units (4) | $ 0 | 03/05/2009(4) | (4) | General Motors Common Stock, $1-2/3 Par Value | 26,233 | 26,233 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KEMPSTON DARKES V MAUREEN HUNTINGTON CENTRE I 2901 SW 149TH AVE STE 400 MIRAMAR, FL 33027 |
Group Vice President | |||
| /s/ Martin I. Darvick, attorney-in-fact for Ms. Kempston Darkes | 05/20/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Deferred Stock Units were accrued under the Rule 16b-3 qualified General Motors Deferred Compensation Plan. Each Deferred Stock Unit is the economic equivalent of one share of General Motors common stock. If General Motors pays a dividend, dividend equivalents are earned on each Deferred Stock Unit. Units held as of 12/31/08. The Deferred Stock Units convert on a "1 for 1" basis. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form. I withdrew and sold all of my shares of General Motors common stock held in the Plan; in so doing, I also had shares withheld to pay a 10% penalty for early withdrawal and to pay income taxes owed for such sale. |
| (2) | The Deferred Stock Units were accrued under the Rule 16b-3 qualified General Motors Deferred Compensation Plan. Each Deferred Stock Unit is the economic equivalent of one share of General Motors common stock. If General Motors pays a dividend, dividend equivalents are earned on each Deferred Stock Unit. Units held as of 12/31/08. The Deferred Stock Units convert on a "1 for 1" basis. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form. |
| (3) | Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Long-Term Incentive Plan. Stock options vest and become exercisable in three equal annual installments, commencing, respectively, one, two and three years from the date of initial grant. Date shown in Column 6 of Table II is the date the first installment becomes/became exercisable. |
| (4) | Restricted Stock Units are granted under the Rule 16b-3 qualified General Motors Stock Incentive Plan. The RSUs are denominated in stock and are to be delivered in stock in five annual installments commencing, respectively, one, two, three, four and five years from the date of the initial grant. Each Restricted Stock Unit is the economic equivalent of one share of General Motors common stock. If General Motors pays a dividend, dividend equivalents are earned on each undelivered Restricted Stock Unit. Date shown in column 6 is the date the first installment is payable. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form. Pursuant to the terms of the United States Treasury Loan Agreement with General Motors, RSU installments due to be delivered in 2009 were not made as originally scheduled pending review with the United States Treasury. |