Sec Form 3 Filing - MOTT RANDALL D @ General Motors Co - 2019-06-05

FORM 3 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 MOTT RANDALL D 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) Executive Vice President & CIO (Last) (First) (Middle) 300 RENAISSANCE CENTER, M/C: 482-C25-A36 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2019 (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 200,770 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 Employee Stock Option (Right to Buy) ( 1 ) $ 31.32 ( 1 ) 02/28/2025 Common Stock 345,705 D Employee Stock Option (Right to Buy) ( 2 ) $ 34.34 ( 2 ) 06/07/2027 Common Stock 80,322 D Employee Stock Option (Right to Buy) ( 3 ) $ 41.4 ( 3 ) 02/11/2028 Common Stock 48,310 D Employee Stock Option (Right to Buy) ( 4 ) $ 39 ( 4 ) 02/13/2029 Common Stock 57,084 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOTT RANDALL D 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT, MI48265-3000 Executive Vice President & CIO Signatures /s/ Tia Y. Turk, attorney-in-fact for Mr. Mott 06/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These Stock Options were granted on July 28, 2015, (the "Grant Date") under the Company's 2014 Long-Term Incentive Plan (the "DSV Options"). Eighty percent of the 345,705 DSV Options granted have vested. The remaining 20% will vest on February 15, 2020, provided that the Company meets or exceeds the median total shareholder return of the 14 original equipment manufacturers (other than GM) on the Dow Jones Automobiles and Parts Titans 30 Index on the Grant Date for the performance period form July 28, 2015, through December 31, 2019. ( 2 )These Stock Options were granted on June 7, 2017, under the Company's 2017 Long-Term Incentive Plan (the "2017 LTIP"). Two-thirds of the 80,322 Stock Options granted have vested; the remaining one-third will vest on February 14, 2020. ( 3 )These Stock Options were granted on February 13, 2018, under the Company's 2017 LTIP. One-third of the 48,310 Stock Options granted have vested; one-third will vest on February 13, 2020; and one-third will vest on February 13, 2021. ( 4 )These Stock Options were granted on February 13, 2019, under the Company's 2017 LTIP. One-third of the 57,084 Stock Options granted will vest on February 13, 2020; and one-third will vest on February 13, 2021; and one-third will vest on February 13, 2022.

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