| 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 Co [ GM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Deferred Share Units | (1) | 12/31/2021 | A | 6,797(2) | (1) | (1) | Common Stock | 6,797 | $55.88(3) | 57,961 | D | ||||
| Explanation of Responses: |
| 1. Amounts credited as DSUs will be paid in cash after the non-employee director leaves the Board, valued at the average closing price of the Company's Common Stock during the quarter immediately preceding payment. |
| 2. Deferred Share Units ("DSUs") were awarded pursuant to the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the ("Plan"). Under the Plan, each non-employee director is required to defer one-half of the $305,000 annual retainer fee for service on the Board of Directors into DSUs and may elect to defer more. |
| 3. The price of the DSUs is the average closing price of the Company's Common Stock during the previous calendar year. |
| Remarks: |
| /s/ Tia Y. Turk, Attorney-In-Fact for Ms. Russo | 01/04/2022 | |
| ** 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. | ||
POWER OF ATTORNEY Effective January 1, 2022, I will be a director 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 Craig B. Glidden, 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. A photocopy of this signed original shall be deemed to be, and should be accepted as, an original. /s/ Patricia F. Russo____________ Patricia F. Russo Date: December 7, 2021