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 *
Mendillo Jane L
   2. Issuer Name and Ticker or Trading Symbol
General Motors Co [GM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
300 RENAISSANCE CENTER, M/C: 482-C23-A68		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018
(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

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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
Deferred Share Units $ 0 (1) 12/31/2018   A   7,538     (1)   (1) Common Stock 7,538 $ 0 (1) 20,145 D  
Deferred Share Units $ 0 (2) 12/31/2018   A   730     (2)   (2) Common Stock 730 $ 0 (2) 20,875 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mendillo Jane L
300 RENAISSANCE CENTER
M/C: 482-C23-A68
DETROIT, MI 48265-3000		   X      

Signatures

 /s/ Tia Y. Turk, Attorney-In-Fact for Ms. Mendillo   01/03/2019
**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) Deferred share units of the Company's Common Stock ("DSUs") were awarded on December 31, 2018, pursuant to the General Motors Company Deferred Compensation Plan (the "Plan") for Non-Employee Directors. Each non-employee director is required to defer one-half of the $285,000 annual retainer fee for service on the Board of Directors into DSUs and may elect to defer more. The deferred portion of the retainer fee is converted to DSUs based on the average closing price of the Company's Common Stock during the previous calendar year, which was $37.81 in 2018. Amounts credited as DSUs will be paid in cash after the director leaves the Board, valued at the average closing price of the Company's Common Stock during the quarter immediately preceding payment.
(2) Represents dividends accrued on DSUs in 2018 that were credited as additional DSUs at the end of the year pursuant to the terms of the Plan. The dividends were converted to DSUs based on the average of the high and low trading price of the Company's Common Stock on the applicable quarterly dividend payment date.

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