| o | Rule 13d-1(b) | |||||||
| o |
Rule 13d-1(c)
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| x | Rule 13d-1(d) |
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CUSIP No. 37045V100
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SCHEDULE 13G |
Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Canada Development Investment Corporation (see Item 2(a))
|
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
140,084,746
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7
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SOLE DISPOSITIVE POWER
140,084,746
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,084,746
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37045V100
|
SCHEDULE 13G |
Page 3 of 8 Pages
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|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Canada GEN Investment Corporation
|
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
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SEC USE ONLY
|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
140,084,746
|
|
|
7
|
SOLE DISPOSITIVE POWER
140,084,746
|
|
|
8
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SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,084,746
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
|
|
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37045V100
|
SCHEDULE 13G |
Page 4 of 8 Pages
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Item 1.
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(a)
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NAME OF ISSUER
General Motors Company (the “Company”).
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(b)
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
300 Renaissance Center
Detroit, Michigan 48265-3000
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||
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Item 2.
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(a)
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NAME OF PERSON FILING
Canada Development Investment Corporation (“CDIC”)
Canada GEN Investment Corporation (“Canada GEN”)
Canada GEN is a wholly-owned subsidiary of CDIC and the direct owner and record holder of the reported securities. CDIC is an indirect beneficial owner of the reported securities. CDIC is a Canadian federal Crown corporation, meaning that it is a business corporation established under the Canada Business Corporations Act, owned by the federal Government of Canada (“Government of Canada”).
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE
(i) Canada Development Investment Corporation
1240 Bay Street, Suite 302
Toronto, Ontario M5R 2A7
(ii) Canada GEN Investment Corporation
1240 Bay Street, Suite 302
Toronto, Ontario M5R 2A7
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(c)
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CITIZENSHIP
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||
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(i) CDIC is a corporation organized under the laws of Canada.
(ii) Canada GEN is a corporation organized under the laws of Canada.
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(d)
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TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.01 per share (the “Common Stock”)
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(e)
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CUSIP NUMBER
37045V100
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
Not applicable.
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CUSIP No. 37045V100
|
SCHEDULE 13G |
Page 5 of 8 Pages
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Item 4.
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OWNERSHIP
|
||
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(a)
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Amount Beneficially Owned:
Canada GEN is the direct owner and record holder of 140,084,746 shares of Common Stock. CDIC is the sole shareholder of Canada GEN and may be deemed to have beneficial ownership of the Common Stock owned by Canada GEN.
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(b)
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Percentage Owned:
As of the date hereof, each the Reporting Persons may be deemed to be the beneficial owner of approximately 8.98% of the total number of shares of Common Stock outstanding.
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(c)
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Number of Shares as to Which Such Person Has:
|
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||
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CDIC
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||||
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(i) Sole power to vote or direct the vote:
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0 | |||
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(ii) Shared power to vote or to direct the vote:
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140,084,746 | |||
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(iii) Sole power to dispose or to direct the disposition of:
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140,084,746 | |||
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(iv) Shared power to dispose or to direct the disposition of:
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0
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|||
| Canada GEN | ||||
| (i) Sole power to vote or direct the vote: | 0 | |||
| (ii) Shared power to vote or to direct the vote: | 140,084,746 | |||
| (iii) Sole power to dispose or to direct the disposition of: | 140,084,746 | |||
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(iv) Shared power to dispose or to direct the disposition of:
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0 | |||
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Pursuant to an arrangement between the Government of Canada and the Province of Ontario, the Government of Canada has committed to provide the Province of Ontario with one-third of the net proceeds from the sale of any Common Stock held by Canada GEN and one-third of any dividends received by Canada GEN, less certain costs.
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CUSIP No. 37045V100
|
SCHEDULE 13G |
Page 6 of 8 Pages
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
|
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Canada GEN is a party to a Stockholders Agreement (the “Stockholders Agreement”), dated as of October 15, 2009, by and among the Company, the United States Department of the Treasury (“UST”), 7176384 Canada Inc. (now known as Canada GEN), UAW Retiree Medical Benefits Trust (“VEBA”) and, solely for the purposes of Section 6.20 thereof, General Motors LLC. The Stockholders Agreement is filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 333-160471) filed with the Securities and Exchange Commission on November 16, 2009.
The Stockholders Agreement obligates Canada GEN to vote in favor of VEBA’s nominee to the board of directors of the Company for so long as VEBA holds at least 50% of the shares of Common Stock it held in its initial investment in the Company. By its terms, the Stockholders Agreement permits UST and Canada GEN to propose a slate of candidates for election to the board of directors of the Company and permits Canada GEN to participate in any such proposal by nominating candidates in proportion to its holdings in the Company (such process, the “Joint Slate Procedure”). The Stockholders Agreement provides that Canada GEN and UST would vote “for” the joint slate of candidates nominated pursuant to the Joint Slate Procedure. By a letter agreement dated October 27, 2011 Canada GEN advised UST, VEBA and the Company of its irrevocable waiver, renunciation and relinquishment of all rights of Canada GEN under the Joint Slate Procedure, including the right to nominate directors of the Company under the Joint Slate Procedure and to receive notices from UST of UST’s intent to nominate directors of the Company. By foregoing its right to participate in the Joint Slate Procedure, Canada GEN shall not, under any circumstances, be required by the Stockholders Agreement to vote “for” any slate of nominees for directors of the Company nominated by UST pursuant to the Joint Slate Procedure.
The Stockholders Agreement also prohibits UST, Canada GEN and VEBA from transferring all or any portion of their Common Stock or warrants without the consent of the Company’s board of directors to either (i) any person or group who would thereafter beneficially own more than 10% of the Common Stock, or (ii) any automotive vehicle manufacturer or affiliate thereof.
Canada GEN and VEBA collectively have beneficial ownership of 345,689,291 shares of Common Stock, including VEBA’s ownership of 45,454,545 warrants each exercisable for one share of Common Stock (each a “Warrant”). This represents 21.5% of the outstanding Common Stock based on a total of 1,610,016,422 shares of Common Stock outstanding (including 45,454,545 unissued shares for which the Warrants are exchangeable). The Common Stock ownership reported by Canada GEN does not include any Common Stock owned by the other parties to the Stockholders Agreement, except to the extent already disclosed in this Schedule 13G.
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CUSIP No. 37045V100
|
SCHEDULE 13G |
Page 7 of 8 Pages
|
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP
Not applicable.
|
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|
Item 10.
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CERTIFICATION
Not applicable.
|
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CUSIP No. 37045V100
|
SCHEDULE 13G |
Page 8 of 8 Pages
|
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CANADA GEN INVESTMENT CORPORATION
|
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|
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By:
|
/s/ Michael Carter | |
| Name: Michael Carter | |||
| Title: President | |||
| CANADA DEVELOPMENT INVESTMENT CORPORATION | |||
|
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By:
|
/s/ Michael Carter | |
| Name: Michael Carter | |||
| Title: Executive Vice President | |||