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) 01/24/2005 | ||||||||||||||||||||||||||
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 | 62,765 | D | ||||||||
General Motors Common Stock, $1-2/3 Par Value | 63,170 | I(1) | By GRAT | |||||||
General Motors Common Stock, $1-2/3 Par Value | 16,997 | I | Trust(2) |
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)(3) | $36.37 | 01/24/2005 | A | 400,000 | 01/24/2006(3) | 01/25/2015 | General Motors Common Stock, $1-2/3 Par Value | 400,000 | $0 | 400,000 | D | ||||
GM Phantom Stock Units $1-2/3 Par Value Com Stock(4) | $0.00 | (4) | (4) | General Motors Common Stock, $1-2/3 Par Value | 11,156 | 11,156 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(3) | $40.07 | 02/05/1997(3) | 02/06/2006 | General Motors Common Stock, $1-2/3 Par Value | 127,918 | 127,918 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(3) | $44.73 | 02/03/1998(3) | 02/04/2007 | General Motors Common Stock, $1-2/3 Par Value | 130,410 | 130,410 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(3) | $46.59 | 01/12/1999(3) | 01/13/2008 | General Motors Common Stock, $1-2/3 Par Value | 120,200 | 120,200 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(3) | $71.53 | 01/11/2000(3) | 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)(3) | $75.5 | 01/10/2001(3) | 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)(3) | $70.1 | 06/01/2001(3) | 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)(3) | $52.35 | 01/08/2002(3) | 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)(3) | $50.46 | 01/07/2003(3) | 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)(3) | $50.82 | 02/04/2003(3) | 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)(3) | $40.05 | 01/21/2004(3) | 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)(3) | $53.92 | 01/23/2005(3) | 01/24/2014 | General Motors Common Stock, $1-2/3 Par Value | 400,000 | 400,000 | D | ||||||||
GM Stock $1-2/3 Par Value, Restricted Stock(5) | $0.00 | (5) | (5) | General Motors Common Stock, $1-2/3 Par Value | 125,000 | 125,000 | D | ||||||||
Performance Shares - GM Com Stock $1-2/3 Par Value(6) | $0.00 | (6) | (6) | General Motors Common Stock, $1-2/3 Par Value | 21,710 | 21,710 | D |
Explanation of Responses: |
1. All of the shares shown as owned by my Grantor Retained Annuity Trust ('GRAT') were previously reported as directly owned. 120,000 shares were originally contributed to the GRAT on April 1, 2004. On January 24, 2005, 56,830 shares were distributed from the GRAT to me and are included in my directly owned shares; these shares were previously reported as directly owned. |
2. Shares held in trust under General Motors Savings Stock Purchase Program as of 12/31/04. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan. |
3. Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Stock Incentive Plan. Stock option is exercisable in three equal annual installments, commencing, respectively, one, two and three years from the date of initial grant. Date shown is the date the first installment is/was exercisable. |
4. 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. 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 12/31/04. The price of zero is fictional and only used for purposes of facilitating the electronic filing of this Form. |
5. The Restricted Stock Units were accrued under the Rule 16b-3 qualified General Motors Annual Incentive Plan. Dividend equivalents are earned on each Restricted Stock Unit. Units held as of 12/31/04. The Restricted Stock Units convert on a '1 for 1' basis. The price of zero is fictional and only used for purposes of facilitating the electronic filing of this Form. |
6. 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. Dividend equivalents are earned on each Performance Share. Performance Shares held as of 12/31/04. The Performance Shares convert on a '1 for 1' basis. The price of zero is fictional and only used for purposes of facilitating the electronic filing of this Form. |
Remarks: |
By: Martin I. Darvick - Attorney-in-Fact for | 01/25/2005 | |
** 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. |