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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Motors Liquidation Co GUC Trust (Last) (First) (Middle) C/O WILMINGTON TRUST COMPANY RODNEY SQUARE NORTH, 1110 N. MARKET ST (Street) WILMINGTON DE 19890-1615 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/21/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/21/2011		J(1)		113,123,717	D	$0	36,876,283	I	Dispositive power pursuant to GUC Trust Agreement(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$10	04/21/2011		J(1)			102,839,782	07/10/2009	07/10/2016	Common Stock	102,839,782	$0	33,523,853	I	Dispositive power pursuant to GUC Trust Agreement(2)
Warrants	$18.33	04/21/2011		J(1)			102,839,782	07/10/2009	07/10/2019	Common Stock	102,839,782	$0	33,523,853	I	Dispositive power pursuant to GUC Trust Agreement(2)

1. Name and Address of Reporting Person* Motors Liquidation Co GUC Trust (Last) (First) (Middle) C/O WILMINGTON TRUST COMPANY RODNEY SQUARE NORTH, 1110 N. MARKET ST (Street) WILMINGTON DE 19890-1615 (City) (State) (Zip)

1. Name and Address of Reporting Person* WILMINGTON TRUST CORP (Last) (First) (Middle) 1100 NORTH MARKET STREET (Street) WILMINGTON DE 19890-0001 (City) (State) (Zip)

Explanation of Responses:

1. As reported in Amendment No. 1 to Schedule 13D filed with the SEC by the Motors Liquidation Company GUC Trust on April 22, 2011 (the "Amended Schedule 13D"), the Trust directed MLC to make an initial distribution of New GM Securities to holders of Allowed General Unsecured Claims on April 21, 2011, pursuant to the Plan and the GUC Trust Agreement. Definitions of the capitalized terms used in this footnote and details regarding the initial distribution can be found in the Amended Schedule 13D.

2. Motors Liquidation Company GUC Trust and Wilmington Trust Company, not in its individual capacity but solely in its capacity as Trust administrator and trustee, may be deemed to beneficially own the securities reported on this Form 4 by virtue of the dispositive power they may exercise pursuant to the GUC Trust Agreement, dated as of March 30, 2011, among the Reporting Persons, Motors Liquidation Company, and the other parties thereto. The securities reported on this Form 4 are held by Motors Liquidation Company.

	MOTORS LIQUIDATION COMPANY GUC TRUST, By: Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Trust Administrator and trustee of the Motors Liquidation Company GUC Trust, By: David A. Vanaskey, Jr., Vice President	04/21/2011
	WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Trust Administrator and trustee of the Motors Liquidation Company GUC Trust, By: David A. Vanaskey, Jr., Vice President	04/21/2011
	** Signature of Reporting Person	Date
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