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* Suryadevara Dhivya (Last) (First) (Middle) 300 RENAISSANCE CENTER M/C: 482-C23-A68 (Street) DETROIT MI 48207 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2018	3. Issuer Name and Ticker or Trading Symbol General Motors Co [ GM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President & CFO	5. 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 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	25,617	D

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
Restricted Stock Units(1)	(2)	(2)	Common Stock	2,210	(2)	D
Employee Stock Option (Right to Buy)(3)	(3)	02/28/2025	Common Stock	113,883	31.32	D
Employee Stock Option (Right to Buy)(4)	(4)	06/07/2027	Common Stock	36,898	34.34	D
Employee Stock Option (Right to Buy)(5)	(5)	02/13/2028	Common Stock	22,193	41.4	D

Explanation of Responses:

1. The RSUs were awarded on February 10, 2016 and will vest on February 10, 2019. Each RSU represents a right to receive one share of the Company's Common Stock upon settlement.

2. The RSUs do not have a conversion or exercise price, or a date on which they are exercisable or expire.

3. The Stock Options were granted on July 28, 2015. 60% of the options have vested. 20% vest on February 15, 2019 upon GM meeting or exceeding the median Total Shareholder Return ("TSR") of the original equipment manufacturers, other than GM, as of the grant date in the Dow Jones Automobiles and Parts Titan 30 Index ("OEM Peer Group") for the period July 28, 2015 through December 31, 2018; and the remaining 20% will vest on February 15, 2020 upon GM meeting or exceeding the median TSR of the OEM Peer Group for the period July 28, 2015 through December 31, 2019.

4. The Stock Options were granted on June 7, 2017 and began being settled in three equal, annual installments on February 14, 2018.

5. The Stock Options were granted on February 13, 2018 and will vest annually in three equal installments beginning February 13, 2019.

Remarks:

	/s/ Tia Y. Turk, Attorney-in-Fact for Ms. Suryadevara	09/11/2018
	** 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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