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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 Phantom Stock Units $1-2/3 Par Value Common Stock (2) | $ 0 | 04/24/2009 | J(2) | 1,700 | (2) | (2) | General Motors Common Stock, $1-2/3 Par Value | 1,700 | $ 0 | 0 | D | ||||
| GM Stock $1-2/3 Par Value Deferred Stock Units (3) | $ 0 | (3) | (3) | General Motors Common Stock, $1-2/3 Par Value | 20,745 | 20,745 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy) (4) | $ 75.5 | 01/10/2001(4) | 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) (4) | $ 52.35 | 01/08/2002(4) | 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) (4) | $ 50.46 | 01/07/2003(4) | 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) (4) | $ 50.82 | 02/04/2003(4) | 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) (4) | $ 40.05 | 01/21/2004(4) | 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) (4) | $ 53.92 | 01/23/2005(4) | 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) (4) | $ 36.37 | 01/24/2006(4) | 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) (4) | $ 20.9 | 02/23/2007(4) | 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) (4) | $ 29.11 | 03/20/2008(4) | 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) (4) | $ 23.13 | 03/05/2009(4) | 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 (5) | $ 0 | 03/20/2008(5) | (5) | General Motors Common Stock, $1-2/3 Par Value | 26,666 | 26,666 | D | ||||||||
| GM Stock $1-2/3 Par Value Restricted Stock Units (5) | $ 0 | 03/05/2009(5) | (5) | 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 | 04/24/2009 | |
| **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) | Shares held in trust under General Motors Savings Stock Purchase Program ("S-SPP") as of 12/31/08. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan. The Trustee, as independent fiduciary of the General Motors common stock fund, determined at its sole discretion that it was no longer consistent with applicable law and the applicable plan documents and agreements in place for it to continue to hold shares of General Motors common stock in the S-SPP and it decided to sell all of the shares held in such fund, including all of the shares held in my S-SPP account. I was informed of such sale as of the date indicated in Box 3 on the front of this Form 4. |
| (2) | The Phantom Stock Units are held under Section 16b-3(c) exempt Rule 16b-3(b)(2) eligible excess benefit plan operated in conjunction with a qualified 401(k) plan. Each Unit is the economic equivalent of one share of General Motors common stock. The Units are payable in cash upon separation from General Motors. These Units are being reported even though they are exempt under Rule 16b-3. Units held as of 12/31/08. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form. As described in the footnote above concerning my shares of General Motors common stock held in the S-SPP, when the Trustee of the General Motors S-SPP common stock fund sold all of the shares of General Motors common stock held in the S-SPP, the Units in my excess benefit plan were also liquidated. I was informed of such disposition as of the date indicated in Box 3 on the front of this Form 4. |
| (3) | 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. |
| (4) | 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. |
| (5) | Restricted Stock Units ("RSU") granted pursuant to Rule 16b-3 qualified General Motors Cash Based Restricted Stock Unit Plan. 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. The RSUs are denominated in stock units but are paid in cash in three 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 is/was payable. The price of zero in Table II 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 have not been made pending review with the United States Treasury. |