SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LUTZ ROBERT A

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER

MC 482 C39 B40

(Street)

DETROIT

48265-3000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENERAL MOTORS CORP [ GM, GMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
General Motors Common Stock, $1-2/3 Par Value	09/01/2003		J		30,353	D	$0	38,352⁽¹⁾⁽²⁾⁽³⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
GM Stock $1-2/3 Par Value, Restricted Stock Units⁽⁴⁾	$0	09/01/2003		J		30,353		08/08/1988⁽⁴⁾	08/08/1988⁽⁴⁾	General Motors Common Stock, $1-2/3 Par Value	30,353	$0	146,301	D

Explanation of Responses:

1. The reporting person also owns Employee Stock Options (Right to Buy) for GM $1-2/3 Par Value Common Stock which are issued under the Rule 16b-3 qualified GM Stock Incentive Plan. Each option is exercisable in three (3) annual installments beginning on the date specified below and expiring one (1) year and one (1) day from the initial grant date as follows: An option for 200,000 Shares with a Grant Date of 9/4/2001, an Option Price of $54.91, First Exercisable on 9/4/2002, and an Expiration Date of 9/5/2011. An option for 100,000 Shares with a Grant Date of 1/7/2002, an Option Price of $50.46, First Exercisable on 1/7/2003, and an Expiration Date of 1/8/2012. An option for 100,000 Shares with a Grant Date of 2/4/2002, an Option Price of $50.82, First Exercisable on 2/4/2003, and an Expiration Date of 2/5/2012. An option for 200,000 Shares with a Grant Date of 1/21/2003, an Option Price of $40.05, First Exercisable on 1/21/2004, and an Expiration Date of 1/22/2013.

2. 30,353 Shares vest on September 1, 2004.

3. Includes 33 Shares owned indirectly held in trust under General Motors Stock Purchase Program as of 12/31/2002. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan.

4. The Phantom Stock Units have been accrued under the General Motors Deferred Compensation Plan and are to be settled in cash upon my retirement. Dividend equivalents are earned on each Phantom Stock Unit. Units held as of 12/31/02.

	Robert A. Lutz	09/01/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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