Ownership Submission
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, 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 *
  Johnson Gerald
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2019
3. Issuer Name and Ticker or Trading Symbol
General Motors Co [GM]
(Last)
(First)
(Middle)
300 RENAISSANCE CENTER, M/C: 482-C23-A68
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DETROIT, MI 48265
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 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 28,550
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Stock Option (Right to Buy) (1)   (1) 07/28/2025 Common Stock 22,776 $ 31.32 D  
Employee Stock Option (Right to Buy) (2)   (2) 06/07/2027 Common Stock 31,627 $ 34.34 D  
Employee Stock Option (Right to Buy) (3)   (3) 02/11/2028 Common Stock 19,022 $ 41.4 D  
Employee Stock Option (Right to Buy) (4)   (4) 02/13/2029 Common Stock 21,000 $ 39 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson Gerald
300 RENAISSANCE CENTER
M/C: 482-C23-A68
DETROIT, MI 48265
      Executive Vice President  

Signatures

/s/ Tia Y. Turk, Attorney-in-Fact for Mr. Johnson 04/03/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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"). The DSV Options 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 from 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 31,627 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 19,022 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 21,000 Stock Options granted will vest on February 13, 2020; one-third will vest on February 13, 2021; and one-third will vest on February 13, 2022.

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