Edgar Filing: Millikin Michael P

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Millikin Michael P

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)
Senior Vice President & GC

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER, M/C: 482-C25-A36

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2012

(Street)

DETROIT, MI 48265-3000

4. If Amendment, Date 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

(City)

(State)

(Zip)

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⁾	03/31/2012		M		5,475	A	$ 0 ⁽²⁾	75,620	D
Common Stock	03/31/2012		D		3,720	D	$ 25.45 ⁽²⁾	71,900	D
Common Stock	03/31/2012		F		1,755	D	$ 25.45 ⁽²⁾	70,145	D
Common Stock ⁽³⁾	03/31/2012		M		4,434 ⁽⁴⁾	A	$ 0 ⁽²⁾	74,579	D
Common Stock	03/31/2012		D		3,012	D	$ 25.45 ⁽²⁾	71,567	D
Common Stock	03/31/2012		F		1,422	D	$ 25.45 ⁽²⁾	70,145	D
Common Stock ⁽⁵⁾	03/31/2012		M		1,866 ⁽⁶⁾	A	$ 0 ⁽²⁾	72,011	D
Common Stock	03/31/2012		D		1,267	D	$ 25.45 ⁽²⁾	70,744	D
Common Stock	03/31/2012		F		599	D	$ 25.45 ⁽²⁾	70,145	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Salary Stock Units ⁽¹⁾

$ 0 ⁽²⁾

03/31/2012

5,475

⁽⁷⁾

Common Stock

5,475

⁽²⁾

10,950

Salary Stock Units ⁽³⁾

$ 0 ⁽²⁾

03/31/2012

4,434 ⁽⁴⁾

⁽⁷⁾

Common Stock

4,434 ⁽⁴⁾

⁽²⁾

4,431 ⁽⁴⁾

Salary Stock Units ⁽⁵⁾

$ 0 ⁽²⁾

03/31/2012

1,866 ⁽⁶⁾

⁽⁷⁾

⁽⁶⁾

Common Stock

1,866 ⁽⁶⁾

⁽²⁾

Salary Stock Units ⁽⁸⁾

$ 0 ⁽²⁾

03/31/2012

20,187

⁽⁷⁾

Common Stock

20,187

$ 0 ⁽²⁾

20,187

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Millikin Michael P 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT, MI 48265-3000			Senior Vice President & GC

Signatures

/s/ Anne T. Larin, attorney-in-fact for Mr. Millikin		04/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The Common Stock reported in this item was issued upon the settlement of a portion of a grant of Salary Stock Units ("SSUs) awarded on March 31, 2011 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)	Each SSU is the economic equivalent of one share of the Company's common 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 the grant by the delivery of cash in an amount equal to the fair market value of the Company's common stock as of the applicable anniversary date of the SSU's grant. 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 it is listed, on the date of the transaction, which was $25.45.
(3)	The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on March 31, 2010.
(4)	On March 31, 2010, the employee received a grant of 4,434 SSUs of which 1,478 SSUs were scheduled to be payable on March 31, 2012. 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. Pursuant to the terms of the GMSSP, each issued and outstanding SSU was automatically converted into three SSUs, so that the employee was credited with a total of 13,299 SSUs granted on March 31, 2010 of which 4,434 SSUs became payable on March 31, 2012.
(5)	The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on March 31, 2009.
(6)	On March 31, 2009, the employee received a grant of 1,866 SSUs of which 622 SSUs were scheduled to be payable on March 31, 2012. 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. Pursuant to the terms of the GMSSP, each issued and outstanding SSU was automatically converted into three SSUs, so that the employee was credited with a total of 5,601 SSUs granted on March 31, 2010 of which 1,866 SSUs became payable on December 31, 2010.
(7)	The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.
(8)	The SSUs reported in this item were granted on March 31, 2012.

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