Edgar Filing: DAVIS ERROLL B JR

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DAVIS ERROLL B JR

2. Issuer Name and Ticker or Trading Symbol
General Motors Co [GM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER, M/C: 482-C25-A36

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012

(Street)

DETROIT, MI 48265-3000

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Share Units ⁽¹⁾

⁽¹⁾

12/31/2012

⁽¹⁾

4,258

⁽¹⁾

Common Stock

4,258

⁽¹⁾

9,568

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DAVIS ERROLL B JR 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT, MI 48265-3000	X

Signatures

/s/ Anne T. Larin, attorney-in-fact for Mr. Davis		01/03/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Deferred share units were awarded on December 31, 2012 pursuant to the General Motors Company Deferred Compensation Plan for Non-Employee Directors. Each non-employee director is required to defer one-half of the $200,000 annual retainer fee for service on the Board of Directors into share units of the Company's Common Stock ("Deferred Share Units"), and may elect to defer all or 50% of the remaining retainer into additional Deferred Share Units. The retainer fee is converted to Deferred Share Units based on the average daily closing market price of the Common Stock for the preceding calendar year (or, for newly elected directors, for portion of the calendar year during which they serve on the Board). Amounts credited as Deferred Share Units will not be available until after the director retires or otherwise leaves the Board, at which time he or she will receive a cash payment or payments based on the number of share units in his or her account, valued at the average daily market price of the Common Stock for the quarter immediately preceding payment. The Deferred Share Units do not have a conversion or exercise price, or an exercise or expiration date.

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