SEC Filing | General Motors Company

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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^*

Reilly David Nicholas

(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 [ NO SYMBOL ]

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)
03/15/2010

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⁾⁽²⁾⁽³⁾	03/31/2010		M		1,198	A	$0⁽⁴⁾	1,198	D
Common Stock⁽¹⁾	03/31/2010		D		587	D	$53.98⁽⁴⁾	611	D
Common Stock⁽¹⁾	03/31/2010		F		611	D	$53.98⁽⁴⁾	0	D
Common Stock⁽²⁾⁽⁵⁾	06/30/2010		M		1,198	A	$0⁽⁴⁾	1,198	D
Common Stock	06/30/2010		D		587	D	$53.98⁽⁴⁾	611	D
Common Stock	06/30/2010		F		611	D	$53.98⁽⁴⁾	0	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)
Restricted Stock Units⁽¹⁾⁽⁶⁾	$0⁽⁶⁾	03/15/2010		A		12,087		⁽⁶⁾	⁽⁶⁾	Common Stock	12,087	$0⁽⁶⁾	12,087	D
Salary Stock Units⁽¹⁾⁽²⁾	$0⁽⁴⁾	03/31/2010		A		6,175		⁽²⁾	⁽²⁾	Common Stock	6,175	$0⁽⁴⁾	6,175	D
Salary Stock Units⁽¹⁾⁽²⁾⁽³⁾	$0⁽⁴⁾	03/31/2010		M			1,198	⁽²⁾	⁽²⁾	Common Stock	1,198	⁽⁴⁾	2,396	D
Salary Stock Units⁽²⁾	$0⁽⁴⁾	06/30/2010		A		6,175		⁽²⁾	⁽²⁾	Common Stock	6,175	$0⁽⁴⁾	6,175	D
Salary Stock Units⁽²⁾⁽⁵⁾	$0⁽⁴⁾	06/30/2010		M			1,198	⁽²⁾	⁽²⁾	Common Stock	1,198	⁽⁴⁾	2,396	D

Explanation of Responses:

1. The Initial Statement of Beneficial Ownership on Form 3 that was filed by the reporting person on June 7, 2010, in connection with the effectiveness of the Company's Registration Statement on Form 10, reflected the holdings of shares held by him or her directly and indirectly at the time of the filing of the Form 3. Transactions giving rise to the filing of this Statement of Changes to Beneficial Ownership on Form 4 by the reporting person occurred on June 30, 2010. This transaction is being reported on this Form 4 solely for the purposes of reporting the transactions that occurred within six months of the first transaction by the reporting person giving rise to the filing of this report on Form 4, in compliance with Rule 16a-2(a) promulgated under The Securities Exchange Act of 1934, as amended.

2. Pursuant to the Company's Salary Stock Plan (the "GMSSP") each Salary Stock Unit is fully vested upon grant 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, the SSU will be settled by the delivery of cash 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. Each grant of SSUs will settle in three equal, annual installments beginning on the one-year anniversary of the date of the grant. The SSUs do not have an expiration or exercise date.

3. This grant of SSUs was made on March 31, 2009, and one-third of the grant was settled on March 31, 2010 in cash less shares withheld for taxes.

4. The SSUs do not carry a conversion or exercise price. Each SSU is the economic equivalent of one share of the Company's common stock. Since there currently is no observable publicly traded price for the Company's common stock, the fair value of the Company's common stock is estimated pursuant to the GMSSP.

5. This grant of SSUs was made on June 30, 2009, and one-third of the grant was settled on June 30, 2010 in cash less shares withheld for taxes.

6. Restricted Stock Units ("RSUs") were awarded on March 15, 2010, pursuant to the Company's 2009 Long-Term Incentive Plan (the "GMLTIP"). The RSUs will vest on the third anniversary of the award date provided the reporting person remains continuously employed through that date. RSU awards will be settled when they vest except that until all the Company's obligations under Treasury Regulation 31 CFR 30.1 (Q-1) (the "TARP Obligations") have been repaid, awards will be settled after vesting in increments of 25% for each 25% of the TARP Obligations that have been repaid. Each RSU represents a right to receive one share of the Company's common stock upon settlement, 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, the RSUs will be settled by the delivery of cash in an amount equal to the Fair Market Value (as defined in the GMLTIP) of the Company's common stock as of the applicable settlement date. Since there currently is no observable publicly traded price for the Company's common stock, the fair value of the Company's common stock is estimated pursuant to the GMLTIP. The RSUs do not have an expiration or exercise date or a conversion or exercise price.

	/s/ Anne T. Larin, attorney-in-fact for Mr. Reilly	07/02/2010
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

I am a director and/or officer of General Motors Company ("GM") and as
such I may be required to file with the Securities and Exchange
Commission ("SEC") one or more Forms 3, 4 and 5 under Section 16 of
the Securities Exchange Act of 1934 ("Section 16") and the rules
promulgated by the SEC under Section 16, and Form 144 under Rule 144
promulgated by the SEC under the Securities Act of 1933 ("Rule 144").

I appoint each of Marianne Carson, Anne T. Larin, Robert Shrosbree,
and Tia Y. Turk as my attorney-in-fact to:

1. Execute Forms 3, 4, 5, and 144 or any amendments to those Forms for
me in my name and file such Forms and amendments with the SEC and any
stock exchange or similar authority as required by law or rule on my
behalf;

2. Do anything on my behalf that may be necessary or desirable to
complete and execute such Forms 3, 4, 5, or 144 or any amendment
to those Forms and to file those Forms or amendments on a timely
basis; and

3. Take any other action in connection with those Forms or amendments
that may be legally required or appropriate, in the opinion of the
attorney-in-fact taking the action.

I give each attorney-in-fact the power and authority to do anything
that is required or appropriate in using his or her powers as
attorney-in-fact, to the extent that I could act if I were personally
present, with full power of substitution.  I agree to everything that
these attorneys-in-fact (including any substitutes for them) do under
this Power of Attorney that is consistent with its terms.

I acknowledge that complying with Section 16 and Rule 144 as they apply
to me is my responsibility and that neither GM nor any of these
attorneys-in-fact is assuming my responsibilities in that regard.

This Power of Attorney will remain in effect until I am no longer
required to make filings under Section 16 or Rule 144, unless I inform
these attorneys-in-fact in writing that I have revoked this Power,
which I can do at any time.


_________________________________
Signature

Print name:_________________________

Subscribed and sworn to before me
this _____ day of ______, 2010.

_____________________________
Notary Public