SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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. Date of Event Requiring Statement (Month/Day/Year) 03/31/2011	3. Issuer Name and Ticker or Trading Symbol General Motors Co [ GM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	150,000,000	I	Dispositive power pursuant to GUC Trust Agreement(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	07/10/2009	07/10/2016	Common Stock	136,363,635	10	I	Dispositive power pursuant to GUC Trust Agreement(1)
Warrants	07/10/2009	07/10/2016	Common Stock	136,363,635	18.33	I	Dispositive power pursuant to GUC Trust Agreement(1)

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. 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 3 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 3 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	04/11/2011
	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	04/11/2011
	** 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 5 (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).
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