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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Barra Mary T
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)
Chief Executive Officer
(Last)          (First)          (Middle)

300 RENAISSANCE CENTER, M/C: 482-C25-A36
3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2015
(Street)

DETROIT, MI 48265-3000
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

4/2/2015 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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) (2) (3) 3/31/2015     M    8623   A $0   76288   (1) (2) D    
Common Stock   3/31/2015     D    4533   D $37.75   71755   (1) (2) D    
Common Stock   3/31/2015     F    4090   D $37.75   67665   (1) (2) D    
Common Stock   (4) 3/31/2015     M    8327   A $0   75992   (1) (2) D    
Common Stock   3/31/2015     D    4375   D $37.75   71617   (1) (2) D    
Common Stock   3/31/2015     F    3952   D $37.75   67665   (1) (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   (5) $0.0   (6) 3/31/2015     M         8623      (7)   (7) Common Stock   8623.0   $0   0   D    
Salary Stock Units   (8) $0.0   (6) 3/31/2015     M         8327      (7)   (7) Common Stock   8327.0   $0   8327   D    

Explanation of Responses:
( 1)  This amended Form 4 is being filed to correct the Form 4 filed by the Reporting Person on April 2, 2015 (the "Latest Form 4 Filing"), which incorrectly reported in Column 5 of Table I the amount of securities beneficially owned following each of the reported transactions. The Form 4 filings that were filed on July 5, 2011, October 4, 2011 and January 4, 2012 inadvertently reported the receipt of 16,865, 25,247 and 25,359 Salary Stock Units, respectively, in Table I as shares beneficially owned, instead of in Table II as derivative securities beneficially owned. (Continued in next footnote.)
( 2)  (Continued from prior footnote.) Additionally, the Reporting Person filed an amended Form 4 on April 2, 2013 (which amended the Form 4 filed by the Reporting Person on January 4, 2011) in order to revise the information reported in such original filing, and all subsequent Form 4 filings inadvertently failed to take into account such revised information. The errors in these filings carried forward in subsequent Form 4 filings and resulted in overstatements in the amounts of securities beneficially owned. Each of the amounts reported in Column 5 of Table I in the Latest Form 4 Filing was overstated by 63,811 shares.
( 3)  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 March 31, 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 March 31, 2015 in cash, less a portion withheld for taxes.
( 4)  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 March 31, 2013 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant. The portion of this award currently payable was settled on March 31, 2015 in cash, less a portion withheld for taxes.
( 5)  The SSUs reported in this item were granted on March 31, 2012 and were settled on March 31, 2015.
( 6)  Each SSU is the economic equivalent of one share of the Company's common stock. Grants of SSU are fully vested when made and will be settled in three equal, annual installments beginning one year after the date of grant, by the delivery of cash in an amount equal to the fair market value of the Company's common stock as of the applicable anniversary date of the SSU's 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 $37.75.
( 7)  The SSUs do not have an expiration or exercise date or carry a conversion or exercise price.
( 8)  The SSUs reported in this item were granted on March 31, 2013 and began being settled in three equal, annual installments on March 31, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Barra Mary T
300 RENAISSANCE CENTER
M/C: 482-C25-A36
DETROIT, MI 48265-3000


Chief Executive Officer

Signatures
/s/ Robert C. Shrosbree, Attorney-In-Fact for Ms. Barra 7/2/2015
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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