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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2019 |
3. Issuer Name and Ticker or Trading Symbol
General Motors Co [ GM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 28,550 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy)(1) | (1) | 07/28/2025 | Common Stock | 22,776 | 31.32 | D | |
| Employee Stock Option (Right to Buy)(2) | (2) | 06/07/2027 | Common Stock | 31,627 | 34.34 | D | |
| Employee Stock Option (Right to Buy)(3) | (3) | 02/11/2028 | Common Stock | 19,022 | 41.4 | D | |
| Employee Stock Option (Right to Buy)(4) | (4) | 02/13/2029 | Common Stock | 21,000 | 39 | D | |
| Explanation of Responses: |
| 1. These Stock Options were granted on July 28, 2015, (the "Grant Date") under the Company's 2014 Long-Term Incentive Plan (the "DSV Options"). The DSV Options will vest on February 15, 2020, provided that the Company meets or exceeds the median total shareholder return of the 14 original equipment manufacturers (other than GM) on the Dow Jones Automobiles and Parts Titans 30 Index on the Grant Date for the performance period from July 28, 2015, through December 31, 2019. |
| 2. These Stock Options were granted on June 7, 2017, under the Company's 2017 Long-Term Incentive Plan (the "2017 LTIP"). Two-thirds of the 31,627 Stock Options granted have vested; the remaining one-third will vest on February 14, 2020. |
| 3. These Stock Options were granted on February 13, 2018, under the Company's 2017 LTIP. One-third of the 19,022 Stock Options granted have vested; one-third will vest on February 13, 2020; and one-third will vest on February 13, 2021. |
| 4. These Stock Options were granted on February 13, 2019, under the Company's 2017 LTIP. One-third of the 21,000 Stock Options granted will vest on February 13, 2020; one-third will vest on February 13, 2021; and one-third will vest on February 13, 2022. |
| Remarks: |
| /s/ Tia Y. Turk, Attorney-in-Fact for Mr. Johnson | 04/03/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
POWER OF ATTORNEY Effective April 1, 2019, I will be an officer of General Motors Company (“GM”) and as such I will be required to file with the U.S. Securities and Exchange Commission (“SEC”) one or more Forms 3, 4 and 5 under Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), and the rules promulgated by the SEC under Section 16, and Form 144 under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended (“Rule 144”). I appoint each of Rick E. Hansen, John S. Kim, Kristan L. Miller and Tia Y. Turk as my attorney-in-fact to: 1. Do anything on my behalf that may be necessary or desirable to prepare, complete, and file Forms 3, 4, 5, or 144, or any amendment to those Forms, on a timely basis; 2. Execute such Forms or any amendments to those Forms for me in my name and file such Forms and amendments with the SEC and any stock exchange or similar authority as required by law or rule on my behalf; and 3. Take any other action in connection with those Forms or amendments that may be legally required or appropriate, in the opinion of the attorney-in-fact taking the action. I give each attorney-in-fact the power and authority to do anything that is required or appropriate in using his or her powers as attorney-in-fact, to the extent that I could act if I were personally present, with full power of substitution. I agree to everything that these attorneys-in-fact (including any substitutes for them) do under this Power of Attorney that is consistent with its terms. I acknowledge that complying with Section 16 and Rule 144 as they apply to me is my responsibility and that neither GM nor any of these attorneys-in-fact is assuming my responsibilities in that regard. This Power of Attorney will remain in effect until I am no longer required to make filings under Section 16 or Rule 144, unless I inform these attorneys-in-fact in writing that I have revoked this Power, which I can do at any time. /s/ Gerald Johnson_______________ Gerald Johnson Date: March 27, 2019