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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Reilly David Nicholas
   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)
Vice President
(Last)
(First)
(Middle)
300 RENAISSANCE CENTER, M/C: 482-C25-A36		 3. Date of Earliest Transaction (Month/Day/Year)
09/30/2011
(Street)

DETROIT, MI 48265-3000		 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 (1) 09/30/2011   M   3,594 (2) A $ 0 (3) 28,377 D  
Common Stock 09/30/2011   F   1,510 D $ 20.3 (3) 26,867 D  
Common Stock (4) 09/30/2011   M   6,177 (5) A $ 0 (3) 33,044 D  
Common Stock 09/30/2011   F   2,595 D $ 20.3 (3) 30,449 D  
Common Stock (6) 09/30/2011   M   28,326 A $ 0 (3) 58,775 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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
Salary Stock Units (1) $ 0 (3) 09/30/2011   M     3,594 (2)   (1)   (1) Common Stock 3,594 (2) (3) 3,594 (2) D  
Salary Stock Units (4) $ 0 (3) 09/30/2011   M     6,177 (5)   (1)   (1) Common Stock 6,177 (2) (3) 12,348 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Reilly David Nicholas
300 RENAISSANCE CENTER
M/C: 482-C25-A36
DETROIT, MI 48265-3000		       Vice President  

Signatures

 /s/ Anne T. Larin, attorney-in-fact for Mr. Reilly   10/04/2011
**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 Common Stock reported in this item was issued upon the settlement of a portion of a grant of Salary Stock Units ("SSUs) deemed to have been issued, nunc pro tunc, on September 30, 2009 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant. The portion of this award currently payable was settled on September 30, 2011 in shares of Common Stock, less a portion withheld for taxes.
(2) On September 30, 2009 the employee received a grant of 3,594 SSUs, of which 1,198 SSUs were scheduled to be payable on September 30, 2011. On November 1, 2010 the Company amended its certificate of incorporation to effect a stock split in which each issued and outstanding share of Common Stock was converted into three shares of Common Stock (the "Stock Split"). Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted upon the effectiveness of the Stock Split into three SSUs, so that the employee was credited with a total of 10,782 SSUs granted on September 30, 2009, of which 3,594 SSUs became payable on September 30, 2011.
(3) The SSUs do not have an expiration or exercise date or carry a conversion or exercise price. Each SSU is the economic equivalent of one share of the Company's common stock. Under the GMSSP, the Fair Market Value of the Company's common stock is defined as the average of the high and low trading prices for the Company's common stock as reported on the New York Stock Exchange, on which the Company's common stock is listed, on the date of the transaction, which was $20.30.
(4) The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs deemed to have been issued on September 30, 2010 pursuant to the GMSSP and vested upon grant. The portion of this award currently payable was settled on September 30, 2011 in shares of Common Stock, less a portion withheld for taxes.
(5) On September 30, 2010 the employee received a grant of 6,175 SSUs, of which 2,059 SSUs were scheduled to be payable on September 30, 2011. Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted upon the effectiveness of the Stock Split into three SSUs, so that the employee was credited with a total of 18,525 SSUs granted on September 30, 2010, of which 6,177 SSUs became payable on September 30, 2011.
(6) The SSUs reported in this item were awarded on September 30, 2011 pursuant to the GMSSP, and will be settled in three equal, annual installments beginning on September 30, 2012 by the delivery of cash in an amount equal to the Fair Market Value (as defined in the GMSSP) of the Company's common stock as of the date of delivery.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.