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* Millikin Michael P (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) Senior Vice President & GC
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2013
	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)	06/30/2013		M		10,322	A	$0(2)	80,467	D
Common Stock	06/30/2013		D		4,893	D	$33.26(2)	75,574	D
Common Stock	06/30/2013		F		5,429	D	$33.26(2)	70,145	D
Common Stock(3)	06/30/2013		M		5,635	A	$0(2)	75,780	D
Common Stock	06/30/2013		D		2,671	D	$33.26(2)	73,109	D
Common Stock	06/30/2013		F		2,964	D	$33.26(2)	70,145	D
Common Stock(4)	06/30/2013		M		4,431(5)	A	$0(2)	74,576	D
Common Stock	06/30/2013		D		2,101	D	$33.26(2)	72,475	D
Common Stock	06/30/2013		F		2,330	D	$33.26(2)	70,145	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)	$0.0(2)	06/30/2013		M			10,322	(6)	(6)	Common Stock	10,322	$0(2)	20,642	D
Salary Stock Units(3)	$0.0(2)	06/30/2013		M			5,635	(6)	(6)	Common Stock	5,635	$0(2)	5,635	D
Salary Stock Units(5)	$0.0(2)	06/30/2013		M			4,431	(6)	(6)	Common Stock	4,431	$0(2)	0	D
Salary Stock Units(7)	$0.0(2)	06/30/2013		A		20,521		(6)	(6)	Common Stock	20,521	$0(2)	20,521	D
Salary Stock Units(8)	$0.0(2)	06/30/2013		A		2,255		(6)	(6)	Common Stock	2,255	$0(2)	2,255	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, 2012 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, 2013 in cash, less a portion withheld for taxes.

2. Each SSU is the economic equivalent of one share of the Company's common stock (the "Stock"). Grants of SSUs are fully vested when made and will be settled in three equal, annual installments beginning one year after the date of grant. As recently amended, the GMSSP gives the employee the option of having a settlement made by delivery of the Stock or of cash in an amount equal to the fair market value of the Stock as of the applicable anniversary date of the SSUs' 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 $33.26. The employee opted to have these settlements made by delivery of cash.

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, 2011.

4. 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.

5. On June 30, 2010 the employee received a grant of 4,433 SSUs, of which 1,477 SSUs were scheduled to be payable on June 30, 2013. 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 13,299 SSUs granted on June 30, 2010 of which 4,431 SSUs became payable on June 30, 2013.

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

7. The SSUs reported in this item were granted on June 30, 2013 and will be settled in three equal, annual installments beginning June 30, 2014.

8. The SSUs reported in this item were granted on June 30, 2013 and will be treated as if they were granted on March 31, 2013 (i.e., granted nunc pro tunc), so that they will be settled in three equal, annual installments beginning March 31, 2014.

Remarks:

	/s/ Anne T. Larin, attorney-in-fact for Mr. Millikin	07/02/2013
	** Signature of Reporting Person	Date
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