Amended Statement of Ownership (sc 13g/a)
January 15 2021 - 3:16PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of
1934
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 3 - Exit Filing)*
General
Motors Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37045V100
(CUSIP Number)
January 12, 2021
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Brock Fiduciary Services LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
68,507,107
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
68,507,107
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,507,107
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.79%
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12
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TYPE OF REPORTING PERSON
EP
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Brock Capital Group LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
68,507,107
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
68,507,107
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,507,107
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.79%
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12
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TYPE OF REPORTING PERSON
OO
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Item 1(a).
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Name of Issuer:
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General Motors Company (the “Issuer”)
Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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300 Renaissance Center, Detroit, Michigan,
48265
Item 2(a).
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Name of Person Filing:
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This Amendment
No. 3 to Schedule 13G is being filed on behalf of each of the following reporting persons (collectively, the “Reporting
Persons”), solely in compliance with their reporting requirements under Schedule 13G:
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(a)
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Brock Fiduciary Services LLC (“Brock Fiduciary”); and
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(b)
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Brock Capital Group LLC (“Brock Capital”).
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Brock Fiduciary is a wholly-owned subsidiary
of Brock Capital. As more fully described under Item 4(a), Brock Fiduciary is an independent fiduciary and investment adviser
to the UAW Retiree Medical Benefits Trust and may be deemed to be the beneficial owner of any securities of the Issuer owned by
such trust.
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business
offices of each of the Reporting Persons is 505 Park Avenue, 16th Floor, New York, New York 10022.
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(a)
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Brock Fiduciary – Delaware
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(b)
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Brock Capital – Delaware
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Item 2(d).
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Title of Class of Securities:
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Common Stock (“Common Stock”)
37045V100
Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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(a)
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¨ Broker or dealer registered
under Section 15 of the Exchange Act.
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(b)
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¨ Bank as defined in Section 3(a)(6)
of the Exchange Act.
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(c)
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¨ Insurance company as defined
in Section 3(a)(19) of the Exchange Act.
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(d)
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¨ Investment company registered
under Section 8 of the Investment Company Act of 1940.
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(e)
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¨ Investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act.
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(f)
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¨ Employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F) of the Exchange Act.
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(g)
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¨ Parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act.
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(h)
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¨ Savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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¨ Church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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¨ Non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J) of the Exchange Act.
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(k)
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¨ Group in accordance with Rule
13d-1(b)(1)(ii)(K) of the Exchange Act.
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If filing as a non-U.S. institution in
accordance with Rule 13d-1(b)(1)(ii)(J) of the Exchange Act, please specify type of institution:
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(a)
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The Reporting Persons may be
deemed to beneficially own 68,507,107 shares of Common Stock.
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Brock Fiduciary is an independent fiduciary
and investment adviser to the UAW Retiree Medical Benefits Trust (“UAW RMBT”). Pursuant to an Independent Fiduciary
Agreement, dated August 8, 2011, between Brock Fiduciary and UAW RMBT, Brock Fiduciary has been given the power to vote and dispose
of any securities of the Issuer held by UAW RMBT, including any Common Stock. As a result, the Reporting Persons may be deemed
to beneficially own the Common Stock held by UAW RMBT.
Based on information provided to the Reporting Persons by UAW
RMBT, as of the date hereof, UAW RMBT owned 68,507,107 shares of Common Stock.
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(b)
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Percent of class: 4.79%. This
percentage is based on a total of 1,431,307,600 shares of Common Stock outstanding as
reported in the Issuer’s quarterly report on Form 10-Q filed on November 5, 2020.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote:
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68,507,107
shares of Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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68,507,107
shares of Common Stock.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following. x
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on
by the Parent Holding Company.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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UAW RMBT is party to
a Stockholders Agreement dated as of October 15, 2009 (the “Stockholders Agreement”), originally by and among the Issuer,
United States Department of the Treasury (“UST”), 7176384 Canada Inc. (since renamed Canada GEN Investment Corporation,
“Canada GEN”), UAW RMBT and, solely for the purposes of Section 6.20 thereof, General Motors LLC. The UST and Canada
GEN are no longer parties to the Stockholders Agreement. The Stockholders Agreement was filed as Exhibit 10.8 to the Current Report
on Form 8-K filed by the Issuer on November 16, 2009.
UAW RMBT initially
had the right to designate a director to the board of directors of the Issuer, but, as a result of the sale of 40 million shares
of Common Stock that took place in early 2018, it no longer has that right. Pursuant to the Stockholders Agreement, UAW RMBT agrees
to vote its shares of Common Stock on any matter presented to the Issuer’s shareholders in the same proportionate manner
as the other holders of the Common Stock other than the Issuer’s directors and executive officers. UAW RMBT will be subject
to the terms of the Stockholders Agreement until it beneficially owns less than 2% of the issued and outstanding Common Stock.
The Stockholders Agreement prevents the shareholding parties thereto from transferring all or any portion of their Common Stock
without the consent of the Issuer’s board of directors, to either (i) any person or group who would thereafter beneficially
own more than 10% of the Common Stock, or (ii) any automotive vehicle manufacturer or affiliate thereof.
UAW RMBT has beneficial
ownership of 68,507,107 shares of Common Stock. As of January 15, 2021, this represented 4.79% of the outstanding Common Stock
based on a total of 1,431,307,600 shares of Common Stock outstanding.
Because UAW RMBT
may be deemed a beneficial owner of the securities, UAW RMBT may be deemed a member of any group that the parties to the Stockholders
Agreement are deemed to be part of. The Common Stock beneficially owned by UAW RMBT is held solely for the benefit of UAW RMBT’s
GM Separate Retiree Account.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
January 15, 2021
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Brock Fiduciary
Services LLC
By: Brock Capital Group LLC, as Managing Member
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By:
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/s/ Charles Brock
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Name:
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Charles Brock
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Title:
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Chairman & CEO
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Brock Capital Group LLC
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By:
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/s/ Charles Brock
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Name:
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Charles Brock
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Title:
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Chairman & CEO
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General Motors (NYSE:GM)
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