Sec Form 4 Filing - Howell Melissa A @ General Motors Co - 2013-02-10

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 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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1. Name and Address of Reporting Person Howell Melissa A 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) Vice President (Last) (First) (Middle) 300 RENAISSANCE CENTER, M/C: 482-C25-A36 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2013 (Street) DETROIT, MI48265-3000 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock ( 1 ) 02/10/2013 M 1,081 A $ 0 1,815 D Common Stock 02/10/2013 D 346 D $ 28.62 1,469 D Common Stock 03/14/2013 S 1,469 D $ 28.34 0 D Common Stock ( 2 ) 03/15/2013 M 11,157 A $ 0 11,157 D Common Stock 03/15/2013 D 3,666 D $ 28.03 7,491 D Common Stock 03/18/2013 D 7,491 D $ 28.02 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) ( 3 ) 02/10/2013 D 1,081 ( 3 ) ( 3 ) Common Stock 1,081 $ 0 ( 3 ) 1,801 D Restricted Stock Units ( 4 ) ( 3 ) 03/01/2013 A 9,219 ( 3 ) ( 3 ) Common Stock 9,219 $ 0 9,219 D Restricted Stock Units ( 2 ) ( 3 ) 03/15/2013 D 11,157 ( 3 ) ( 3 ) Common Stock 11,157 ( 2 ) $ 0 ( 3 ) 0 D Salary Stock Units ( 5 ) ( 5 ) 03/31/2013 A 4,934 ( 5 ) ( 5 ) Common Stock 4,934 $ 0 ( 5 ) 4,934 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Howell Melissa A 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT, MI48265-3000 Vice President Signatures /s/ Anne T. Larin, attorney-in-fact for Ms. Howell 04/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Common Stock reported in this item was issued and delivered upon the settlement of a portion of a grant of Restricted Stock Units ("RSUs) awarded on February 10, 2011 pursuant to the Company's Long-Term Incentive Plan (the "GMLTP"). The remaining RSUs will vest and be settled on February 10, 2014, provided that the reporting person remains continuously employed through the vesting date. ( 2 )The Common Stock reported in this item was issued and delivered upon the settlement of a portion of a grant of RSUs awarded on March 15, 2010 pursuant to the GMLTP. The grant as originally made was for 3,719 RSUs. On November 1, 2010 the Company amended its certificate of incorporation to effect a stock split in which each issued and outstanding share of Common Stock was converted into three shares of Common Stock. Pursuant to the terms of the GMLTP, each issued and outstanding RSU was automatically converted into three RSUs, so that the employee was credited with a total of 11,157 RSUs granted on March 10, 2010. ( 3 )Each RSU represents a right to receive one share of the Company's common stock upon settlement. The RSUs do not have an expiration or exercise date or carry a conversion or exercise price. ( 4 )The RSUs reported in this item were awarded on March 1, 2013 pursuant to the GMLTP. One-third of the RSUs will vest each year for three years, beginning on March 1, 2014, provided that the reporting person remains continuously employed through the vesting date. ( 5 )The Salary Stock Units ("SSUs) reported in this item were granted on March 31, 2013 pursuant to the Company's Salary Stock Plan (the "GMSSP"). Each SSU is the economic equivalent of one share of the Company's common stock. The SSUs do not have an expiration or exercise date or carry a conversion or exercise price. 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 $27.87.

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