UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒  Rule 13d-1(b)

☐  Rule 13d-1(c)

☐  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

This Amendment No. 1to Schedule 13G (this “Amendment”) is being filed with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Ally Financial Inc. (the “Issuer”), to amend the Schedule 13G filed on February 13, 2015 (as amended by this Amendment, the “Schedule 13G”). This Amendment is being filed to report that none of the Reporting Persons beneficially own more than 5% of the Common Stock.  Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13G.

Item 4 is hereby amended and restated as follows:

(a) Amount beneficially owned:

0 shares.

(b) Percent of class:

0.0%.

(c) Number of shares as to which the Reporting Persons have:

(i)  Sole power to vote or direct the vote:  0

(ii)  Shared power to vote or direct the vote:  0

(iii)  Sole power to dispose or direct the disposition:  0

(iv)  Shared power to dispose or direct the disposition:  0

Item 5 is hereby amended and restated as follows:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:  [XX]

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Signatures on following page]

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2016