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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1. Name and Address of Reporting Person * Reuss Mark L   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) Executive Vice President (Last) (First) (Middle) 300 RENAISSANCE CENTER, M/C: 482-C25-A36 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2016 (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) 02/11/2016   M   8,462 A $ 0 45,186 D   Common Stock 02/11/2016   F   2,674 D $ 26.9 42,512 D   Common Stock (2) 02/13/2016   M   22,150 A $ 0 64,662 D   Common Stock 02/13/2016   F   8,799 D $ 27.4 55,863 D   Common Stock (3) 02/13/2016   M   8,969 A $ 0 64,832 D   Common Stock 02/13/2016   F   4,144 D $ 27.71 60,688 D

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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

Restricted Stock Units (4)

$ 0

02/11/2016

M

8,462

(5)

(5)

Common Stock

8,462

$ 0

16,923

D

Restricted Stock Units (6)

$ 0

02/13/2016

M

22,150

(5)

(5)

Common Stock

22,150

$ 0

11,074

D

Restricted Stock Units (7)

$ 0

02/13/2016

M

8,969

(5)

(5)

Common Stock

8,969

$ 0

8,969

D

Reporting Owners

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

Signatures

/s/ Robert C. Shrosbree, Attorney-In-Fact for Mr. Reuss		02/16/2016
**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 and delivered upon the vesting of a grant of Restricted Stock Units ("RSUs") awarded on February 11, 2015, pursuant to the Company's 2014 Long-Term Incentive Plan ("GMLTIP").
(2)	The Common Stock reported in this item was issued and delivered upon the vesting of a grant of RSUs awarded on February 13, 2014, pursuant to the 2009 GMLTIP.
(3)	The Common Stock reported in this item was issued and delivered upon the vesting of a grant of RSUs awarded on June 11, 2014, pursuant to the 2014 GMLTIP.
(4)	The RSUs reported in this item were granted on February 11, 2015 and began being settled in three equal, annual installments on February 11, 2016. Each RSU represents a right to receive one share of the Company's Common Stock upon settlement.
(5)	The RSUs do not have a conversion or exercise price or a date on which they become exercisable or expire.
(6)	RSUs were awarded on February 13, 2014, pursuant to the 2009 GMLTIP. Two-thirds of the RSUs vested on February 13, 2016, and the remaining one-third will vest on February 13, 2017. Each RSU represents a right to receive one share of the Company's Common Stock upon settlement. RSUs will be settled when they vest. The Company has determined that 25% of this award will not vest because the terms set forth in the GMLTIP cannot be satisfied.
(7)	The RSUs were awarded on June 11, 2014 pursuant to the 2014 GMLTIP. One-third of the RSUs vested on February 13, 2016, and the remaining one-third will vest on February 13, 2017. Each RSU respresents a right to receive one share of the Company's Common Stock upon settlement.

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