SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Batey Alan S.

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER

M/C: 482-C2-A36

(Street)

DETROIT

48265-3000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2014

3. Issuer Name and Ticker or Trading Symbol
General Motors Co [ GM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽¹⁾⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock	9,147	⁽¹⁾	D
Restricted Stock Units⁽¹⁾⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	12,582	⁽¹⁾	D
Restricted Stock Units⁽¹⁾⁽⁴⁾	⁽¹⁾	⁽¹⁾	Common Stock	22,631	⁽¹⁾	D
Salary Stock Units⁽⁵⁾⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	986	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽⁷⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,014	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽⁸⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,519	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽⁹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,525	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽¹⁰⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	850	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽¹¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	850	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽¹²⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	729	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽¹³⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	590	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽¹⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	6,314	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽¹⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	6,314	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽¹⁶⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	5,839	⁽⁵⁾	D
Salary Stock Units⁽⁵⁾⁽¹⁷⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	5,146	⁽⁵⁾	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") are awarded under the General Motors Company 2009 Long-Term Incentive Plan (the "GMLTIP"). Each RSU represents a right to receive one share of the Common Stock (the "Stock") upon settlement. The RSUs do not have an expiration date or carry a conversion or exercise price. RSUs are settled when they vest provided that all the conditions in the GMLTIP have been satisfied.

2. The RSUs reported in this item were awarded on February 10, 2011 pursuant to the GMLTIP and will vest on February 10, 2014, provided that the reporting person remains continuously employed through the vesting date.

3. The RSUs reported in this item were awarded on March 15, 2012 pursuant to the GMLTIP. Of these RSUs, 8,388 will vest on March 15, 2014, and 4,194 will vest on March 15, 2015, provided that the reporting person remains continuously employed through the vesting date.

4. The RSUs reported in this item were awarded on March 1, 2013 pursuant to the GMLTIP. Of these RSUs, 5,931 will vest on March 1, 2014, 11,290 will vest on March 1, 2015, and 5,410 will vest on March 1, 2016, provided that the reporting person remains continuously employed through the vesting date.

5. Salary Stock Units ("SSUs") are awarded under the General Motors Company Salary Stock Plan. Each SSU is the economic equivalent of one share of the Stock. Grants of SSUs are fully vested when made and will be settled in three equal, annual installments beginning one year after the date of grant. The GMSSP gives the employee the option of having a settlement made by delivery of the Stock or of cash in an amount equal to the fair market value of the Stock as of the applicable anniversary date of the SSUs' grant. Under the GMSSP, the fair value of the Stock is the average of the high and low trading prices for the Stock as reported on the New York Stock Exchange, on which it is listed, on the date of the transaction. SSUS do not have an exercisable or expiration date or an exercise or conversion price.

6. The SSUs reported in this item were granted on March 31, 2011 and will be settled on March 31, 2014.

7. The SSUs reported in this item were granted on June 30, 2011 and will be settled on June 30, 2014.

8. The SSUs reported in this item were granted on Septemver 30, 2011 and will be settled on September 30, 2014.

9. The SSUs reported in this item were granted on December 31, 2011 and will be settled on December 31, 2014.

10. The SSUs reported in this item were attributable nunc pro tunc to the first quarter of 2012 and granted on June 30, 2012, and will be settled in equal installments on March 31, 2014 and March 31, 2015.

11. The SSUs reported in this item were granted on June 30, 2012 and will be settled in equal installments on June 30, 2014 and June 30, 2015.

12. The SSUs reported in this item were granted on September 30, 2012; 364 will be settled on September 30, 2014 and the remainder on September 30, 2015.

13. The SSUs reported in this item were granted on December 31, 2012 and will be settled in equal installments on December 31, 2014 and December 31, 2015.

14. The SSUs reported in this item were attributable nunc pro tunc to the first quarter of 2013 and granted on June 30, 2013. Of these RSUs, 2,105 will be settled on March 31, 2014 and on March 31, 2015, and 2,104 on March 31, 2016.

15. The SSUs reported in this item were granted on June 30, 2013. Of these RSUs, 2,105 will be settled on June 30, 2014 and on June 30, 2015, and 2,104 on June 30, 2016.

16. The SSUs reported in this item were granted on September 30, 2013. Of these RSUs, 1,947 will be settled on September 30, 2014, and the remainder will be settled in equal installments on September 30, 2015 and September 30, 2016.

17. The SSUs reported in this item were granted on December 31, 2013. Of these RSUs, 1,716 will be settled on December 31, 2014, and the remainder will be settled in equal installments on December 31, 2015 and Decemer 31, 2016.

Remarks:

	/s/ Anne T. Larin, attorney-in-fact for Mr. Batey	01/17/2014
	** 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 5 (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).
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