-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ew8KCGeJ8h7wWLN+bplhuziHqQrKIBPaJr1c5USYiVMnNsFvzbqSXa2QtamFc9q8 JRaWMNGVMnyAzgC+RkKhAA== 0001209191-03-036645.txt : 20031223 0001209191-03-036645.hdr.sgml : 20031223 20031223203004 ACCESSION NUMBER: 0001209191-03-036645 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031222 FILED AS OF DATE: 20031223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KATEN KAREN L CENTRAL INDEX KEY: 0001174451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00043 FILM NUMBER: 031072540 BUSINESS ADDRESS: STREET 1: C/O PFIZER INC STREET 2: 235 EAST 42ND ST ATTN: CORPORATE SEC CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127334802 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 4 1 doc4.xml FORM 4 SUBMISSION X0201 42003-12-2200000040730GENERAL MOTORS CORP GM & GMH0001174451KATEN KAREN LC/O GENERAL MOTORS CORPORATION300 RENAISSANCE CENTER, MC: 482-C38-B71DETROITMI48265-30001000GM Class H Common Stock, $.10 Par Value2003-12-224D03000.0000D0DGeneral Motors Common Stock, $1-2/3 Par Value4000.0000DGenM Class H $0.10 Par Value Option (Right to Buy)34.44002003-12-224D0816. 0000D2001-01-102010-01-11GM Class H Common Stock, $.10 Par Value816.00000DGenM Class H $0.10 Par Value Option (Right to Buy)23.14002003-12-224D0561.0000D2002-01-082011-01-09GM Class H Common Stock, $.10 Par Value561.00000DGM Class H Common Stock, Restricted Stock Units2003-12-224D02542.0000D GM Class H Common Stock, $.10 Par Value2542.00000DGM Stock $1-2/3 Par Value Restricted Stock Units2003-12-224A0921.0000AGeneral Motors Common Stock, $1-2/3 Par Value921.00007977.0000DGM Stock $1-2/3 Par Value Option (Right to Buy)75.50002001-01-102010-01-11General Motors Common Stock, $1-2/3 Par Value2311.00002311.0000DGM Stock $1-2/3 Par Value Option (Right to Buy)52.35002002-01-082011-01-09General Motors Common Stock, $1-2/3 Par Value2830.00002830.0000DGM Stock $1-2/3 Par Value Option (Right to Buy)50.46002003-01-072012-01-08General Motors Common Stock, $1-2/3 Par Value3000.00003000.0000DThe reported shares of GM Class H common stock were redeemed by GM in connection with a series of transactions pursuant to which Hughes Electronics Corporation was separated from GM and The News Corporation Limited acquired a 34% interest in Hughes (the 'Hughes Transactions'). Each share of GM Class H common stock held by the reporting person was redeemed by GM in exchange for one share of Hughes common stock. Immediately after such redemption, Hughes was merged with and into a subsidiary of News Corporation and a portion of the shares of Hughes common stock received by the reporting person in connection with the redemption was converted in the subsequent merger into News Corporation preferred American depositary shares.As a result of the Hughes Transactions, the reporting person received in exchange for each share of GM Class H Common Stock (1) 0.82321617207 of a share of Hughes common stock and (2) 0.09207432110 of a News Corporation preferred American depositary share. The closing price for a share of Hughes common stock on December 23, 2003, the first day such shares were publicly traded, was $16.90, and the closing price of each News Corporation preferred American depositary share on December 22, 2003, the effective date of the Hughes Transactions, was $28.65.Director stock options granted pursuant to Section 16b-3 qualified General Motors Compensation Plan for Non-Employee Directors.In connection with the Hughes Transactions, the reporting person agreed to cancel these GM Class H Common Stock Options in exchange for 123 GM $1-2/3 par value common stock Restricted Stock Units having equivalent economic value.Restricted Stock Units credited pursuant to Rule 16b-3 qualified GM Compensation Plan for Non-Employee Directors. Deferred compensation, equal to the retainers earned during the year, is credited annually on each December 31. The deferred compensation is converted into Restricted Stock Units at the average daily closing market price of GM Common Stock for such year. The amounts credited during the year also include dividend equivalents on such Restricted Stock Units. Pursuant to such Plan, the Restricted Stock Units are deferred until after the director's retirement from GM and are paid in cash. The Restricted Stock Units convert on a one for one basis.In connection with the Hughes Transactions, the reporting person agreed to cancel 2,542 GM Class H common stock Restric ted Stock Units in exchange for 798 GM $1-2/3 par value Restricted Stock Units having equivalent economic value.Includes 798 GM $1-2/3 par value Restricted Stock Units received from the exchange of GM Class H common stock Restricted Stock Units and 123 GM $1-2/3 par value Restricted Stock Units received from the exchange of GM Class H common stock options.Director stock option granted pursuant to Section 16b-3 qualified General Motors Compensation Plan for Non-Employee Directors. The stock option vests in 3 equal annual installments, with the first installment exercisable on the date indicated.By: /s/ Martin I. Darvick - Attorney-in-Fact for Karen L. Katen2003-12-23 -----END PRIVACY-ENHANCED MESSAGE-----