Sec Form 3 Filing - Carlisle Stephen K. @ General Motors Co - 2020-07-15

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 Carlisle Stephen K. 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 (Last) (First) (Middle) 300 RENAISSANCE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2020 (Street) DETROIT, MI48265 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 55,409 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 ) $ 0 04/01/2021 04/01/2021 Common Stock 1,560 D Employee Stock Option (Right to Buy) ( 2 ) $ 31.32 02/15/2020( 2 ) 07/28/2025 Common Stock 151,844 D Employee Stock Option (Right to Buy) ( 3 ) $ 34.34 02/14/2020( 3 ) 06/07/2027 Common Stock 40,412 D Employee Stock Option (Right to Buy) ( 4 ) $ 41.4 ( 4 ) 02/11/2028 Common Stock 24,306 D Employee Stock Option (Right to Buy) ( 5 ) $ 39.5 ( 5 ) 02/11/2028 Common Stock 18,565 D Employee Stock Option (Right to Buy) ( 6 ) $ 39 ( 6 ) 02/13/2029 Common Stock 45,834 D Employee Stock Option (Right to Buy) ( 7 ) $ 35.49 ( 7 ) 02/12/2030 Common Stock 75,645 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carlisle Stephen K. 300 RENAISSANCE CENTER DETROIT, MI48265 Executive Vice President Signatures /s/ Tia Y. Turk, Attorney-in-Fact for Mr. Carlisle 07/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units ("RSUs") reported in this item were awarded on May 7, 2020, pursuant to the Company's 2017 Long-Term Incentive Plan. The RSUs will vest on April 1, 2021, and will be settled in shares of the Company's common stock. ( 2 )These Stock Options were granted on July 28, 2015, under the Company's 2014 Long-Term Incentive Plan. Forty percent of the options became exercisable on February 15, 2017; the remaining 60% became exercisable in three equal installments on February 15, 2018, February 15, 2019, and February 15, 2020. ( 3 )These Stock Options were granted on June 7, 2017, under the Company's 2017 Long-Term Incentive Plan. The options became exercisable in three equal installments. The first installment became exercisable on February 14, 2018, and the next two installments became exercisable on February 14, 2019, and February 14, 2020. ( 4 )These Stock Options were granted on February 13, 2018, under the Company's 2017 LTIP. One-third became exercisable on February 13, 2019; one-third became exercisable February 13, 2020; and one-third will become exercisable on Februry 13, 2021. ( 5 )These Stock Options were granted on July 2, 2018, under the Company's 2017 LTIP. One-third became exercisable on February 13, 2019; one-third became exercisable on February 13, 2020; and one-third will become exercisable on February 13, 2021. ( 6 )These Stock Options were granted on February 13, 2019, under the Company's 2017 LTIP. One-third became exercisable on February 13, 2020; one-third will become exercisable on February 13, 2021; and one-third will become exercisble on February 13, 2022. ( 7 )These Stock Options were granted on February 12, 2020, under the Company's 2017 LTIP. One-third will vest on February 12, 2021; one-third will vest on February 12, 2022; and one-third will vest on February 12, 2023.

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