SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* UAW Retiree Medical Benefits Trust (Last) (First) (Middle) 200 WALKER STREET (Street) DETROIT MI 48207 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/07/2010	3. Issuer Name and Ticker or Trading Symbol General Motors Co [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	87,500,000(1)(2)(3)	D(4)
Series A Preferred Stock, par value $0.01 per share	260,000,000(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(1)(2)(3)	07/10/2009	12/31/2015	Common Stock	15,151,515	126.92	D

Explanation of Responses:

1. The UAW Retiree Medical Benefits Trust, organized as an Internal Revenue Code 501(c)(9) Voluntary Employees' Beneficiary Association (the "UAW RMBT"), directly holds (i) 87,500,000 shares of Issuer Common Stock, (ii) 15,151,515 warrants each exercisable for one share of Issuer Common Stock (the "Issuer Warrants") and (iii) 260,000,000 shares of Issuer Series A Fixed Rate Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock" and, together with the Issuer Common Stock and the Issuer Warrants, the "Issuer Interests").

2. General Motors Company, later renamed General Motors LLC ("Prior GM"), which on July 10, 2009 acquired substantially all of the assets and assumed certain liabilities of General Motors Corporation (the "363 Sale"), issued the Issuer Interests to the UAW RMBT on July 10, 2009, in accordance with the UAW Retiree Settlement Agreement (the "Settlement Agreement"), dated July 10, 2009, between Prior GM and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the "UAW"). On October 15, 2009, following a holding company restructuring described in detail on the Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 23, 2009, interests in Prior GM were exchanged on a one-for-one basis for interests in the Issuer, which was then named General Motors Holding Company and was later renamed General Motors Company.

3. The Issuer Common Stock and the Issuer Warrants are subject to certain transfer restrictions set forth in the Stockholders Agreement dated as of October 15, 2009 (the "Stockholders Agreement"), by and among General Motors Company, United States Department of the Treasury ("UST"), 7176384 Canada Inc., UAW RMBT and, solely for the purposes of Section 6.20 thereof, General Motors LLC.

4. Pursuant to the Stockholders Agreement, UAW RMBT has the right to designate one nominee to the Issuer Board of Directors (which designation is subject to the consent of the UAW and, if the designated nominee is not independent within the meaning of NYSE rules, to the consent of the UST, which consent of the UST may not be unreasonably withheld) so long as it holds 50% of the shares of Issuer Common Stock it held as of the closing of the 363 Sale. UAW RMBT hereby disclaims beneficial ownership of any securities owned by its director nominee.

Remarks:

UAW RMBT may be deemed to be a member of a "group" for purposes of Section 13 of the Securities Exchange Act of 1934, as amended. UAW RMBT disclaims beneficial ownership of any securities deemed to be owned by such group that are not directly owned by UAW RMBT. This report shall not be deemed an admission that UAW RMBT is a member of a group or the beneficial owner of any securities not directly owned by UAW RMBT.

	Mary Beth Kuderik, Chief FInancial Officer	06/07/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.