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 *
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)
11/23/2010
(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 11/23/2010   S   89,000,000 (2) D $ 32.7525 173,500,000 (1) D (3)  

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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 11/23/2010   S     13,350,000 (2) 11/17/2010 12/17/2010 Common Stock 13,350,000 $ 0 13,350,000 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   11/24/2010
**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) On November 1, 2010, the common stock of the Issuer (the "Common Stock") split 3-for-1, resulting in the Reporting Person's ownership of 175,000,000 additional shares of Common Stock. This stock split has also resulted in an adjustment to the Reporting Person's previously reported warrants, exchangeable for Common Stock of the Issuer. The warrants are now exchangeable for an additional 30,303,030 shares of Common Stock, with an adjusted exercise price of $42.31. The stock split did not affect the Reporting Person's ownership of the Series A Preferred Stock of the Issuer.
(2) Transaction executed pursuant to the Underwriting Agreement, by and among the Issuer, the United States Department of the Treasury ("UST"), Canada Gen Investment Corporation, the Reporting Person, J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated, acting on behalf of themselves and several underwriters, dated as of November 17, 2010.
(3) 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, which consent of the UST may not 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.  This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.

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