FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Stapleton John P.
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/15/2020 

3. Issuer Name and Ticker or Trading Symbol

General Motors Co [GM]
(Last)        (First)        (Middle)

300 RENAISSANCE CENTER, M/C: 482-C24-A68
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
CFO /
(Street)

DETROIT, MI 48265      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 21388 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (1) (1) (1)Common Stock 18799.0 $0.0 D  
Employee Stock Option (Right to Buy) (2) (2)7/28/2025 Common Stock 68329.0 $31.32 D  
Employee Stock Option (Right to Buy) (3) (3)6/7/2027 Common Stock 36898.0 $34.34 D  
Employee Stock Option (Right to Buy) (4) (4)2/11/2028 Common Stock 22193.0 $41.4 D  
Employee Stock Option (Right to Buy) (5) (5)2/13/2029 Common Stock 30000.0 $39.0 D  
Employee Stock Option (Right to Buy) (6) (6)2/12/2030 Common Stock 44643.0 $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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stapleton John P.
300 RENAISSANCE CENTER
M/C: 482-C24-A68
DETROIT, MI 48265


CFO

Signatures
/s/ Tia Y. Turk, Attorney-In-Fact for Mr. Stapleton8/24/2020
**Signature of Reporting PersonDate

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