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
	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* Stracke Karl-Friedrich (Last) (First) (Middle) 300 RENAISSANCE CENTER M/C: 482-C25-A36 (Street) DETROIT MI 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) 06/30/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/30/2012		M		1,755	A	$0(2)	26,480	D
Common Stock	06/30/2012		D		1,017	D	$19.62(2)	25,463	D
Common Stock	06/30/2012		F		738	D	$19.62(2)	24,725	D
Common Stock(3)	06/30/2012		M		2,385(4)	A	$0(2)	27,110	D
Common Stock	06/30/2012		D		1,383	D	$19.62(2)	25,727	D
Common Stock	06/30/2012		F		1,002	D	$19.62(2)	24,725	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Salary Stock Units(1)	$0(2)	06/30/2012		M			1,755	(5)	(5)	Common Stock	1,755	(2)	3,510	D
Salary Stock Units(3)	$0(2)	06/30/2012		M			2,385(4)	(5)	(5)	Common Stock	2,385(4)	(2)	2,385	D
Salary Stock Units(6)	$0(2)	06/30/2012		A		10,258		(5)	(5)	Common Stock	10,258	$0(2)	10,258	D
Salary Stock Units(7)	$0(2)	06/30/2012		A		2,103		(5)	(5)	Common Stock	2,103	$0(2)	2,103	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) awarded on June 30, 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 June 30, 2012 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 SSU are fully vested when made and will be settled in three equal, annual installments beginning one year after the date of 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 $19.62.

3. The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs awarded on June 30, 2010.

4. On June 30, 2010 the employee received a grant of 2,386 SSUs, of which 795 SSUs were scheduled to be payable on June 30, 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 SSUs was automatically converted into three SSUs, so that the employee was credited with a total of 7,158 SSUs granted on June 30, 2010 of which 2,385 SSUs became payable on June 30, 2012.

5. The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.

6. The SSUs reported in this item were granted on June 30, 2012.

7. The SSUs reported in this item are attributable nunc pro tunc to the first quarter 2012 and were granted on June 30, 2012. They will be settled in three equal, annual installments beginning March 31, 2013.

	/s/ Anne T. Larin, attorney-in-fact for Mr. Stracke	07/03/2012
	** Signature of Reporting Person	Date
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