Ally Financial Inc. (ALLY): Cerberus Capital Management Cuts Its Stake

Item 5.            Interest in Securities of the
Issuer.

Based upon the information
set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2016,
there were 483,067,645 shares of the Common Stock issued and outstanding as of February 23, 2016. As of the filing date of this
Schedule 13D Amendment No. 1, the Cerberus Funds own 24,116,297 shares of the Common Stock. Stephen Feinberg, through one or more
intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company
beneficially owned by the Cerberus Funds. As a result, as of the filing date of this Schedule 13D Amendment No. 1, Stephen Feinberg
may be deemed to beneficially own 24,116,297 shares of the Common Stock, which is less than 5.0% of the shares of the Common Stock
issued and outstanding.

During the period commencing
sixty (60) days prior to the filing date of this Schedule 13D Amendment No. 1, there were no transactions effected in the shares
of the Common Stock, or securities convertible into, exercisable for or exchangeable for the shares of the Common Stock, by Mr.
Feinberg or any person or entity controlled by him, or any person or entity for which he possesses voting or investment control
over the securities thereof, except for (i) the sale on May 2, 2016 of 15,000,000 shares of the Common Stock in a privately negotiated
transaction at a price of $17.25 per share and (ii) the sale on May 3, 2016 of 2,400,000 shares of the Common Stock in a privately
negotiated transaction at a price of $17.12 per share.

On May 3, 2016, Mr. Feinberg
(and all persons and entities controlled by him) ceased to be the beneficial owner of more than five percent of the shares of the
Common Stock.

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.

Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001).