Ally Bank 2011 Annual Report Download - page 30

Table of Contents
Part II
Ally Financial Inc. • Form 10−K
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock
We currently have a total of 2,021,384 shares of common stock authorized for issuance, and at February 28, 2012, a total of 1,330,970 shares of
common stock were issued and outstanding. Further, we have reserved 690,272 of the remaining authorized but unissued shares of common stock for
issuance in connection with any future conversion of Ally's Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series F−2 (Series F−2
Preferred Stock). Our common stock is not registered with the Securities and Exchange Commission, and there is no established trading market for the
shares. At February 28, 2012, there were 159 holders of common stock reflected on our stock register.
Subject to certain exceptions, for so long as any shares of the Series F−2 Preferred Stock are outstanding and owned by the U.S. Department of the
Treasury (Treasury), Ally and its subsidiaries are generally prohibited from paying certain dividends or distributions on, or redeeming, repurchasing or
acquiring, any common stock without consent of Treasury. Ally is also generally prohibited from making any dividends or distributions on, or redeeming,
repurchasing, or acquiring, its common stock unless all accrued and unpaid dividends for all past dividend periods on the Series F−2 Preferred Stock are
fully paid. In addition, pursuant to the terms of Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, Ally is not permitted to make any
Restricted Payments on or prior to January 1, 2014, and may only make Restricted Payments after January 1, 2014, if certain conditions are satisfied. For
this purpose, Restricted Payments includes dividends or distribution of assets on any share of common stock and any redemption, purchase, or other
acquisition of any shares of common stock, subject to certain exceptions.
Preferred Stock
For a discussion of preferred stock currently outstanding, refer to Note 20 to the Consolidated Financial Statements.
Unregistered Sales of Equity Securities
Ally did not have any unregistered sales of its equity securities in fiscal year 2011, except as previously disclosed on Form 8−K.
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