Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Motors Liquidation Co
   2. Issuer Name and Ticker or Trading Symbol
General Motors Co [GM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
401 S. OLD WOODWARD, SUITE 370		 3. Date of Earliest Transaction (Month/Day/Year)
04/21/2011
(Street)

BIRMINGHAM, MI 48009		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, par value $0.01 per share 04/21/2011   J(1)   113,123,717 D $ 0 36,876,283 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Warrants $ 10 04/21/2011   J(2)     102,839,782 07/10/2009 07/10/2016 Common Stock, par value $0.01 per share 102,839,782 $ 0 33,523,853 D  
Warrants $ 18.33 04/21/2011   J(3)     102,839,782 07/10/2009 07/10/2019 Common Stock, par value $0.01 per share 102,839,782 $ 0 33,523,853 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Motors Liquidation Co
401 S. OLD WOODWARD, SUITE 370
BIRMINGHAM, MI 48009		     X    

Signatures

 /s/ James Selzer   04/29/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person made certain distributions of the General Motors Company Common Stock it held in accordance with the Reporting Person's Second Amended Joint Chapter 11 Plan, which was confirmed by the United States Bankruptcy Court for the Southern District of New York as previously reported on Form 8-K with the Securities and Exchange Commission on April 4, 2011.
(2) The Reporting Person made certain distributions of the General Motors Company Warrants it held in accordance with the Reporting Person's Second Amended Joint Chapter 11 Plan, which was confirmed by the United States Bankruptcy Court for the Southern District of New York as previously reported on Form 8-K with the Securities and Exchange Commission on April 4, 2011.
(3) The Reporting Person made certain distributions of the General Motors Company Warrants it held in accordance with the Reporting Person's Second Amended Joint Chapter 11 Plan, which was confirmed by the United States Bankruptcy Court for the Southern District of New York as previously reported on Form 8-K with the Securities and Exchange Commission on April 4, 2011.

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