Sec Form 4 Filing - LIDDELL CHRISTOPHER P @ General Motors Co - 2011-01-17

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 LIDDELL CHRISTOPHER P 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 Chairman & CFO (Last) (First) (Middle) 300 RENAISSANCE CENTER, M/C: 482-C25-A36 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2011 (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

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 ) ( 1 ) 01/17/2011 A 111,153 ( 1 ) ( 1 ) Common Stock 111,153 $ 0 ( 1 ) 111,153 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIDDELL CHRISTOPHER P 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT, MI48265-3000 Vice Chairman & CFO Signatures /s/ Anne T. Larin, attorney-in-fact for Mr. Liddell 01/19/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units ("RSUs") were awarded on June 30, 2010 under the Company's 2009 Long-Term Incentive Plan (the "GMLTIP") subject to the satisfaction of certain performance conditions during 2010. The original grant was comprised of 37,051 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 GMLTIP, each issued and outstanding RSU was automatically converted into three RSUs, so that the June 30, 2010 grant was converted to 111,153 RSUs upon the effectiveness of the stock split. On January 17, 2011, the Executive Compensation Committee of the Board of Directors of the Company determined that the performance condition has been satisfied so that the rights and obligations of the Company and the reporting person became fixed on that date. The RSUs will vest on June 30, 2013, the third anniversary of the award date, provided the reporting person remains continuously employed through that date. RSU awards will be settled when they vest except that until all the Company's obligations under Treasury Regulation 31 CFR 30.1 (Q-1) (the "TARP Obligations") have been repaid, awards will be settled after vesting in increments of 25% for each 25% of the TARP Obligations that have been repaid. Each RSU represents a right to receive one share of the Company's common stock upon settlement; in certain limited circumstances the RSUs may be settled by the delivery of cash in an amount equal to the Fair Market Value (as defined in the GMLTIP) of the Company's common stock as of the applicable settlement date. The RSUs do not have an expiration or exercise date or a conversion or exercise price.

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