| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENERAL MOTORS CORP [ GM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| General Motors Common Stock, $1-2/3 Par Value | 03/05/2008 | G | V | 27,083(2) | A | $0 | 27,083 | I | By Trusts for Children and Wife as Trustee | |
| General Motors Common Stock, $1-2/3 Par Value | 03/05/2008 | G | V | 27,083(2) | D | $0 | 0 | I | By GRAT | |
| General Motors Common Stock, $1-2/3 Par Value | 148,852 | D | ||||||||
| General Motors Common Stock, $1-2/3 Par Value | 19,983 | I | Trust(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $23.13 | 03/05/2008 | A | 500,000 | 03/05/2009(1) | 03/06/2018 | General Motors Common Stock, $1-2/3 Par Value | 500,000 | $0 | 500,000 | D | ||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(3) | $23.13 | 03/05/2008 | A | 500,000 | (3) | 03/06/2015 | General Motors Common Stock, $1-2/3 Par Value | 500,000 | $0 | 500,000 | D | ||||
| GM Stock $1-2/3 Par Value Restricted Stock Units(4) | $0 | 03/05/2008 | A | 75,000 | 03/05/2011(4) | (4) | General Motors Common Stock, $1-2/3 Par Value | 75,000 | $0 | 75,000 | D | ||||
| GM Phantom Stock Units $1-2/3 Par Value Common Stock(6) | $0 | (6) | (6) | General Motors Common Stock, $1-2/3 Par Value | 13,971 | 13,971 | D | ||||||||
| Performance Shares-GM Common Stock $1-2/3 Par Value(7) | $0 | (7) | (7) | General Motors Common Stock, $1-2/3 Par Value | 21,710 | 21,710 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $71.53 | 01/11/2000(1) | 01/12/2009 | General Motors Common Stock, $1-2/3 Par Value | 210,350 | 210,350 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $75.5 | 01/10/2001(1) | 01/11/2010 | General Motors Common Stock, $1-2/3 Par Value | 200,000 | 200,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $70.1 | 06/01/2001(1) | 06/02/2010 | General Motors Common Stock, $1-2/3 Par Value | 50,000 | 50,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $52.35 | 01/08/2002(1) | 01/09/2011 | General Motors Common Stock, $1-2/3 Par Value | 400,000 | 400,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $50.46 | 01/07/2003(1) | 01/08/2012 | General Motors Common Stock, $1-2/3 Par Value | 500,000 | 500,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $50.82 | 02/04/2003(1) | 02/05/2012 | General Motors Common Stock, $1-2/3 Par Value | 100,000 | 100,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $40.05 | 01/21/2004(1) | 01/22/2013 | General Motors Common Stock, $1-2/3 Par Value | 500,000 | 500,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $53.92 | 01/23/2005(1) | 01/24/2014 | General Motors Common Stock, $1-2/3 Par Value | 400,000 | 400,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $36.37 | 01/24/2006(1) | 01/25/2015 | General Motors Common Stock, $1-2/3 Par Value | 400,000 | 400,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $20.9 | 02/23/2007(1) | 02/24/2016 | General Motors Common Stock, $1-2/3 Par Value | 400,000 | 400,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Option (Right to Buy)(1) | $29.11 | 03/20/2008(1) | 03/21/2017 | General Motors Common Stock, $1-2/3 Par Value | 500,000 | 500,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Restricted Stock Units(8) | $0 | 03/20/2008(8) | (8) | General Motors Common Stock, $1-2/3 Par Value | 95,000 | 95,000 | D | ||||||||
| GM Stock $1-2/3 Par Value Restricted Stock Units(9) | $0 | (9) | (9) | General Motors Common Stock, $1-2/3 Par Value | 125,000 | 125,000 | D | ||||||||
| Explanation of Responses: |
| 1. Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Stock 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 is the date the first installment becomes/became exercisable. |
| 2. On March 5, 2008, 73,951 shares were distributed to me from my Grantor Retained Annuity Trust (GRAT) and are now included in my directly owned shares; these shares were previously reported as indirectly owned by the GRAT. The remaining 27,083 shares were distributed as gifts to Trusts for my children with my spouse as Trustee. |
| 3. Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Stock Incentive Plan. The options are performance contingent stock options. The stock option contingently vests on March 5, 2009 followed by a four year performance period (March 5, 2009 - March 5, 2013). The stock options contain a single performance trigger which will vest all options if the price of General Motors common stock is equal to or greater than $40 during any 10 day period during any 30 day trading period commencing after March 5, 2009. Once the performance requirement is met, the options become exercisable at any time through the seventh anniversary of the option grant (March 5, 2015). After exercise, net shares must be held for two years while an active employee. If the performance trigger is not met by the fifth anniversary of the stock option grant (March 5, 2013), the stock option will expire. |
| 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 three annual installments commencing, respectively, 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. 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. |
| 5. Shares held in trust under General Motors Savings Stock Purchase Program as of 12/31/07. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan. |
| 6. 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 12/31/07. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form. |
| 7. Performance shares will be delivered in stock upon my retirement. Shares originally awarded under Rule 16b-3 qualified GM Performance Achievement Plan in the form of deferred stock units. Each Performance share is the economic equivalent of one share of General Motors common stock. Dividend equivalents are earned on each Performance Share. Performance Shares held as of 12/31/07. The Performance Shares 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. |
| 8. 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. 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. |
| 9. The Restricted Stock Units were accrued under the Rule 16b-3 qualified General Motors Stock Incentive Plan. Each Restricted Stock Unit is the economic equivalent of one share of General Motors common stock. Dividend equivalents are earned on each Restricted Stock Unit. Units held as of 12/31/2007. The Restricted 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. The Restricted Stock Units will be paid in stock at retirement. |
| /s/ Martin I. Darvick, attorney-in-fact for Mr. Wagoner | 03/06/2008 | |
| ** 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 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). | ||
| 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. | ||