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 & GMH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/22/2003 | ||||||||||||||||||||||||||
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 | ||||||
GM Class H Common Stock, $.10 Par Value | 12/22/2003 | D(1) | 4,212 | D | (2) | 0 | D | |||
GM Class H Common Stock, $.10 Par Value | 12/22/2003 | D(1) | 1,589 | D | (2) | 0 | I | Trust(3) | ||
General Motors Common Stock, $1-2/3 Par Value | 7,477 | D | ||||||||
General Motors Common Stock, $1-2/3 Par Value | 364 | I | Trust(3) |
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)(4) | $45.3 | 01/10/1995(4) | 01/11/2004 | General Motors Common Stock, $1-2/3 Par Value | 5,563 | 5,563 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(4) | $33.17 | 01/09/1996(4) | 01/10/2005 | General Motors Common Stock, $1-2/3 Par Value | 10,025 | 10,025 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(4) | $40.07 | 02/05/1997(4) | 02/06/2006 | General Motors Common Stock, $1-2/3 Par Value | 15,648 | 15,648 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(4) | $44.73 | 02/03/1998(4) | 02/04/2007 | General Motors Common Stock, $1-2/3 Par Value | 18,257 | 18,257 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(4) | $46.59 | 01/12/1999(4) | 01/13/2008 | General Motors Common Stock, $1-2/3 Par Value | 18,030 | 18,030 | D | ||||||||
GM Stock $1-2/3 Par Value Option (Right to Buy)(4) | $71.53 | 01/11/2000(4) | 01/12/2009 | General Motors Common Stock, $1-2/3 Par Value | 20,434 | 20,434 | 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 | 20,000 | 20,000 | 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 | 40,000 | 40,000 | D | ||||||||
GM Stock $1-2/3 Par Value, Deferred Stock Units(5) | (5) | (5) | (5) | General Motors Common Stock, $1-2/3 Par Value | 38,157 | 38,157 | D |
Explanation of Responses: |
1. The 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. |
2. 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. |
3. Shares held in trust under General Motors Stock Purchase Program as of 12/31/02. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan. |
4. 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. |
5. The Deferred Stock Units were accrued under the Rule 16b-3 qualified General Motors Deferred Compensation Plan. Dividend equivalents are earned on each Deferred Stock Unit. Units held as of 1/31/03. The Deferred Stock Units convert on a '1 for 1' basis. |
Remarks: |
By: /s/ Martin I. Darvick - Attorney-in-Fact for Thomas G. Stephens | 12/23/2003 | |
** 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. |