SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reuss Mark L

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER

M/C: 482-C25-A36

(Street)

DETROIT

48265-3000

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/31/2011		M		2,970⁽²⁾	A	$0⁽³⁾	3,170	D
Common Stock	03/31/2011		D		2,018	D	$31.28⁽³⁾	1,152	D
Common Stock	03/31/2011		F		952	D	$31.28⁽³⁾	200	D
Common Stock⁽⁴⁾	03/31/2011		M		4,959⁽⁵⁾	A	$0⁽³⁾	5,159	D
Common Stock	03/31/2011		D		3,369	D	$31.28⁽³⁾	1,790	D
Common Stock	03/31/2011		F		1,590	D	$31.28⁽³⁾	200	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Salary Stock Units⁽¹⁾	$0⁽³⁾	03/31/2011		M			2,970⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock	2,970⁽²⁾	⁽³⁾	2,970⁽²⁾	D
Salary Stock Units⁽⁴⁾	$0⁽³⁾	03/31/2011		M			4,959⁽⁵⁾	⁽¹⁾	⁽¹⁾	Common Stock	4,959⁽²⁾	⁽³⁾	9,912⁽²⁾	D
Salary Stock Units⁽⁶⁾	$0⁽³⁾	03/31/2011		A		12,668		⁽⁶⁾	⁽⁶⁾	Common Stock	12,668	$0⁽⁶⁾	12,668	D

Explanation of Responses:

1. The Common Stock reported in this item was issued upon the settlement of a portion of a grant of Salary Stock Units ("SSUs) deemed to have been issued, nunc pro tunc, on March 31, 2009 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant. The portion of this award currently payable was settled on March 31, 2011 in cash, less a portion withheld for taxes.

2. On March 31, 2009 the employee received a grant of 2,970 SSUs, of which 990 SSUs were scheduled to be payable on March 31, 2011. On November 1, 2010 the Company amended its certificate of incorporation to effect a stock split in which each issued and outstanding share of Common Stock was converted into three shares of Common Stock (the "Stock Split"). Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted upon the effectiveness of the Stock Split into three SSUs, so that the employee was credited with a total of 8,910 SSUs granted on March 31, 2009, of which 2,970 SSUs became payable on March 31, 2011.

3. The SSUs do not have an expiration or exercise date or carry a conversion or exercise price. Each SSU is the economic equivalent of one share of the Company's common stock. Under the GMSSP, the fair value of the Company's common stock is the average of the high and low trading prices for the Company's common stock as reported on the New York Stock Exchange, on which the Company's common stock is listed, on the date of the transaction, which was $31.28.

4. The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs deemed to have been issued, nunc pro tunc, on March 31, 2010 pursuant to the GMSSP and vested upon grant. The portion of this award currently payable was settled on March 31, 2011 in cash, less a portion withheld for taxes.

5. On March 31, 2010 the employee received a grant of 4,959 SSUs, of which 1,653 SSUs were scheduled to be payable on March 31, 2011. Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted upon the effectiveness of the Stock Split into three SSUs, so that the employee was credited with a total of 14,877 SSUs granted on March 31, 2010, of which 4,959 SSUs became payable on March 31, 2011.

6. The SSUs reported in this item were awarded on March 31, 2011 pursuant to the Company's Salary Stock Plan (the "GMSSP"), and will be settled in three equal, annual installments beginning on March 31, 2012. Each SSU is fully vested and represents a right to receive one share of the Company's common stock on the applicable settlement date; provided, however, that if a settlement date occurs prior to the date that is six months following a consummation of an initial public offering of the Company's common stock, which occurred on November 17, 2010, the SSU will be settled by the delivery of cash (with certain exceptions) in an amount equal to the Fair Market Value (as defined in the GMSSP) of the Company's common stock as of the applicable anniversary date of the SSU's grant. The SSUs do not have an expiration or exercise date.

	/s/ Anne T. Larin, attorney-in-fact for Mr. Reuss	04/04/2011
	** Signature of Reporting Person	Date
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