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* Stapleton John P. (Last) (First) (Middle) 300 RENAISSANCE CENTER M/C: 482-C24-A68 (Street) DETROIT MI 48265 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/15/2020	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) 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	21,388	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)	(1)	(1)	Common Stock	18,799	0.0	D
Employee Stock Option (Right to Buy)(2)	(2)	07/28/2025	Common Stock	68,329	31.32	D
Employee Stock Option (Right to Buy)(3)	(3)	06/07/2027	Common Stock	36,898	34.34	D
Employee Stock Option (Right to Buy)(4)	(4)	02/11/2028	Common Stock	22,193	41.4	D
Employee Stock Option (Right to Buy)(5)	(5)	02/13/2029	Common Stock	30,000	39	D
Employee Stock Option (Right to Buy)(6)	(6)	02/12/2030	Common Stock	44,643	35.49	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") reported in this item were awarded pursuant to the Company's 2017 Long-Term Incentive Plan. Of these RSUs, 1,255 will vest on April 1, 2021, and 17,544 will vest on October 1, 2021. Upon vesting, the RSUs will be settled in shares of the Company's common stock.

2. These Stock Options were granted on July 28, 2015, under the Company's 2014 Long-Term Incentive Plan. Forty percent of the options became exercisable on February 15, 2017; the remaining 60% became exercisable in three equal installments on February 15, 2018, February 15, 2019, and February 15, 2020.

3. These Stock Options were granted on June 7, 2017, under the Company's 2017 Long-Term Incentive Plan. The Options became exercisable in three equal installments. One-third became exercisable on February 14, 2018; one-third became exercisable on February 14, 2019; and one-third became exercisable February 14, 2020.

4. These Stock Options were granted on February 13, 2018, under the Company's 2017 Long-Term Incentive Plan. One-third became exercisable on February 13, 2019; one-third became exercisable February 13, 2020; and one-third will become exercisable on February 13, 2021.

5. These Stock Options were granted on February 13, 2019, under the Company's 2017 Long-Term Incentive Plan. One-third became exercisable on February 13, 2020; one-third will become exercisable on February 13, 2021; and one-third will become exercisable on February 13, 2022.

6. These Stock Options were granted on February 12, 2020, under the Company's 2017 Long-Term Incentive Plan. One-third will vest on February 12, 2021; one-third will vest on February 12, 2022; and one-third will vest on February 12, 2023.

Remarks:

	/s/ Tia Y. Turk, Attorney-In-Fact for Mr. Stapleton	08/24/2020
	** Signature of Reporting Person	Date
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