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* FERGUSON ROBERT E (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) 12/14/2012
	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)	12/14/2012		A		9,701	A	$0	35,351	D
Common Stock	12/14/2012		F		3,099	D	$24.76	32,252	D
Common Stock(2)	12/14/2012		A		19,063	A	$0	51,315	D
Common Stock	12/14/2012		F		3,686	D	$24.76	47,629	D
Common Stock(3)	12/14/2012		A		26,858	A	$0	74,487	D
Common Stock	12/14/2012		F		11,267	D	$24.76	63,220	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
Restricted Stock Units(4)	$0(4)	12/14/2012		D			9,701	(4)	(4)	Common Stock	9,701	$0(4)	0	D
Restricted Stock Units(4)	$0(4)	12/14/2012		D			19,063	(4)	(4)	Common Stock	19,063	$0(4)	0	D

Explanation of Responses:

1. The Common Stock reported in this item was granted under the Company's 2009 Long-Term Incentive Plan on December 14, 2012 upon the cancellation of the Restricted Stock Units ("RSUs") granted to the employee on February 10, 2011. These shares were fully vested upon grant but will be subject to restrictions on sale until February 10, 2014.

2. The Common Stock reported in this item was granted under the Company's 2009 Long-Term Incentive Plan on December 14, 2012 upon the cancellation of the RSUs granted to the employee on March 15, 2012. These shares were fully vested upon grant but two-thirds of the shares are subject to restrictions on sale until March 15, 2014, and the remaining one-third of the shares are subject to restrictions on sale until March 15, 2015.

3. The Common Stock reported in this item was granted under the Company's 2009 Long-Term Incentive Plan on December 14, 2012. These shares were fully vested upon grant but two-thirds of the shares are subject to restrictions on sale until March 15, 2015, and the remaining one-third of the shares are subject to restrictions on sale until March 15, 2016.

4. The RSUs reported in this item were cancelled upon the issuance of the Common Stock reported above. The RSUs did not have an expiration or exercise date or a conversion or exercise price.

	/s/ Anne T. Larin, attorney-in-fact for Mr. Ferguson	12/17/2012
	** Signature of Reporting Person	Date
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