SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
* 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.
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).
| |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
UAW Retiree
Medical Benefits Trust
|
|
2 |
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨ (b) x
|
|
3 |
|
SEC USE
ONLY
|
|
4 |
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
None.
Organized as a 501(c)(9) Voluntary Employee Beneficiary
Association
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5. |
|
SOLE VOTING
POWER
0
|
|
|
6. |
|
SHARED VOTING
POWER
68,507,107
|
|
|
7. |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8. |
|
SHARED
DISPOSITIVE POWER
68,507,107
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,507,107
|
|
10 |
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|
11 |
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.79%
|
|
12 |
|
TYPE OF
REPORTING PERSON
EP
|
Item 1.(a).
Name of Issuer:
General Motors Company (the “Issuer”)
Item 1(b).
Address of Issuer’s Principal Executive Offices:
300
Renaissance Center, Detroit, Michigan, 48265
Item 2.(a).
Name of Person Filing:
This Amendment No. 3 to Schedule 13G is being filed on behalf of
the UAW Retiree Medical Benefits Trust, organized as a 501(c)(9)
Voluntary Employee Beneficiary Association (“UAW RMBT”), solely in
compliance with UAW RMBT’s reporting obligations under Schedule
13G.
Item 2(b).
Address of Principal Business Office or, if None,
Residence:
1155 Brewery Park Blvd., Suite 400, Detroit, MI 48207
Item 2(c).
Citizenship:
None. UAW RMBT is organized as a 501(c)(9) Voluntary Employee
Beneficiary Association.
Item 2(d).
Title of Class of Securities:
Common Stock (“Common Stock”)
Item 2(e).
CUSIP Number:
37045V100
|
Item 3. |
If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a: |
|
(a) |
¨ Broker or dealer
registered under Section 15 of the Exchange Act. |
| |
(b) |
¨ Bank as defined in Section
3(a)(6) of the Exchange Act. |
| |
(c) |
¨ Insurance company as defined in
Section 3(a)(19) of the Exchange Act. |
| |
(d) |
¨ Investment company registered
under Section 8 of the Investment Company Act of 1940. |
| |
(e) |
¨ Investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act. |
| |
(f) |
¨ Employee benefit plan or
endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) of the
Exchange Act. |
| |
(g) |
¨ Parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange
Act. |
| |
(h) |
¨ Savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act. |
| |
(i) |
¨ Church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of
the Investment Company Act. |
| |
(j) |
¨ Non-U.S. institution in
accordance with Rule 13d-1(b)(1)(ii)(J) of the Exchange Act. |
| |
(k) |
¨ Group in accordance with Rule
13d-1(b)(1)(ii)(K) of the Exchange Act. |
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:
|
(a) |
Amount beneficially owned:
68,507,107 shares of Common Stock. |
|
(b) |
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. |
| |
(c) |
Number of shares as to which such
person has: |
|
(i) |
Sole power to vote or to direct the vote: |
0
| |
(ii) |
Shared power to vote or to direct
the vote: |
68,507,107 shares of Common Stock.
| |
(iii) |
Sole power to dispose or to direct
the disposition of: |
0
| |
(iv) |
Shared power to dispose or to
direct the disposition of: |
68,507,107 shares of Common Stock.
|
Item 5. |
Ownership of Five Percent or Less of a Class. |
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. |
Ownership of More than Five Percent on Behalf of Another
Person. |
Not applicable.
|
Item 7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company. |
Not applicable.
|
Item 8. |
Identification and Classification of Members of the
Group. |
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. |
Notice of Dissolution of Group. |
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
| |
UAW Retiree Medical Benefits Trust |
|
| |
By: |
/s/ Charles Brock |
|
| |
Name: |
Charles Brock |
|
| |
Title: |
Chairman & CEO, Brock
Fiduciary
Services LLC, on behalf of UAW RMBT |
|
- 7
-
