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 * UAW Retiree Medical Benefits Trust   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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WALKER STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/02/2010 (Street) DETROIT, MI 48207 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 12/02/2010   X   13,350,000 (1) D $ 32.7525 160,150,000 D (2)

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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

Call Option (obligation to sell)

$ 32.7525

12/02/2010

X

13,350,000 (1)

11/17/2010

12/17/2010

Common Stock

13,350,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
UAW Retiree Medical Benefits Trust 200 WALKER STREET DETROIT, MI 48207	X	X

Signatures

/s/ Nell Hennessy, Chief Executive Officer of Fiduciary Counselors Inc., on behalf of the Reporting Person		12/03/2010
**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)	This option was exercised pursuant to a notice letter dated as of November 26, 2010, to the United States Department of the Treasury ("UST"), Canada Gen Investment Corporation ("Canada GEN"), and the Reporting Person, from J.P. Morgan Securities LLC ("JPMS LLC") and Morgan Stanley & Co. Incorporated ("MS&Co.") as managers for the underwriters of the Underwriting Agreement, by and among the Issuer, UST, Canada Gen, the Reporting Person, JJPMS LLC and MS&Co., acting on behalf of themselves and several underwriters, dated as of November 17, 2010.
(2)	Pursuant to the Stockholders Agreement, by and among General Motors Company, UST, 7176384 Canada Inc., the Reporting Person and, solely for the purposes of Section 6.20 thereof, General Motors LLC, dated as of October 15, 2009, the Reporting Person has the right to designate one nominee to the Issuer's Board of Directors (which designation is subject to the consent of the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and, if the designated nominee is not independent within the meaning of NYSE rules, to the consent of the UST, such consent not to be unreasonably withheld) so long as the Reporting Person holds 50% of the shares of Common Stock it held as of July 10, 2009. The Reporting Person hereby disclaims beneficial ownership of any securities owned by its director nominee.
Remarks: Nell Hennessy is signing on behalf of the Reporting Person pursuant to the UAW Retiree Medical Benefits Trust Independent Fiduciary Agreement (Relating to General Motors Company) dated as of November 1, 2009, by and between the Reporting Person and Fiduciary Counselors Inc. The Reporting Person may be deemed to be a member of a "group" for purposes of Section 13 of the Securities Exchange Act of 1934, as amended.  The Reporting Person disclaims beneficial ownership of any securities deemed to be owned by such group that are not directly owned by the Reporting Person.

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