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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 MI 48265-3000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GENERAL MOTORS CORP [ GM ]	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) 04/24/2009
	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)
			Code	V	Amount	(A) or (D)	Price
General Motors Common Stock, $1-2/3 Par Value	04/24/2009		J(1)		1,507	D	$1.87	0	I	Trust(1)
General Motors Common Stock, $1-2/3 Par Value								81,360	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
GM Phantom Stock Units $1-2/3 Par Value Common Stock(2)	$0	04/24/2009		J(2)			5,914	(2)	(2)	General Motors Common Stock, $1-2/3 Par Value	5,914	$0	0	D
GM Stock $1-2/3 Par Value Deferred Stock Units(3)	$0							(3)	(3)	General Motors Common Stock, $1-2/3 Par Value	133,859		133,859	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$54.91							09/04/2002(4)	09/05/2011	General Motors Common Stock, $1-2/3 Par Value	200,000		200,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$50.46							01/07/2003(4)	01/08/2012	General Motors Common Stock, $1-2/3 Par Value	100,000		100,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$50.82							02/04/2003(4)	02/05/2012	General Motors Common Stock, $1-2/3 Par Value	100,000		100,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$40.05							01/21/2004(4)	01/22/2013	General Motors Common Stock, $1-2/3 Par Value	200,000		200,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$53.92							01/23/2005(4)	01/24/2014	General Motors Common Stock, $1-2/3 Par Value	160,000		160,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$36.37							01/24/2006(4)	01/25/2015	General Motors Common Stock, $1-2/3 Par Value	160,000		160,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$20.9							02/23/2007(4)	02/24/2016	General Motors Common Stock, $1-2/3 Par Value	106,664		106,664	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$29.11							03/20/2008(4)	03/21/2017	General Motors Common Stock, $1-2/3 Par Value	250,000		250,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$23.13							03/05/2009(4)	03/06/2018	General Motors Common Stock, $1-2/3 Par Value	250,000		250,000	D
GM Stock $1-2/3 Par Value Restricted Stock Units(5)	$0							03/20/2008(5)	(5)	General Motors Common Stock, $1-2/3 Par Value	48,000		48,000	D
GM Stock $1-2/3 Par Value Restricted Stock Units(6)	$0							03/05/2011(6)	(6)	General Motors Common Stock, $1-2/3 Par Value	60,000		60,000	D
GM Stock $1-2/3 Par Value Restricted Stock Units(7)	$0							(7)	(7)	General Motors Common Stock, $1-2/3 Par Value	75,000		75,000	D

Explanation of Responses:

1. Shares held in trust under General Motors Savings Stock Purchase Program ("S-SPP") as of 12/31/08. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan. The Trustee, as independent fiduciary of the General Motors common stock fund, determined at its sole discretion that it was no longer consistent with applicable law and the applicable plan documents and agreements in place for it to continue to hold shares of General Motors common stock in the S-SPP and it decided to sell all of the shares held in such fund, including all of the shares held in my S-SPP account. I was informed of such sale as of the date indicated in Box 3 on the front of this Form 4.

2. The Phantom Stock Units are held under Section 16b-3(c) exempt Rule 16b-3(b)(2) eligible excess benefit plan operated in conjunction with a qualified 401(k) plan. Each Unit is the economic equivalent of one share of General Motors common stock. The Units are payable in cash upon separation from General Motors. These Units are being reported even though they are exempt under Rule 16b-3. Units held as of 12/31/08. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form. As described in the footnote above concerning my shares of General Motors common stock held in the S-SPP, when the Trustee of the General Motors S-SPP common stock fund sold all of the shares of General Motors common stock held in the S-SPP, the Units in my excess benefit plan were also liquidated. I was informed of such disposition as of the date indicated in Box 3 on the front of this Form 4.

3. The Deferred Stock Units were accrued under the Rule 16b-3 qualified General Motors Deferred Compensation Plan. Each Deferred Stock Unit is the economic equivalent of one share of General Motors common stock. If General Motors pays a dividend, dividend equivalents are earned on each Deferred Stock Unit. Units held as of 12/31/08. The Deferred Stock Units convert on a "1 for 1" basis. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form.

4. Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Long-Term Incentive Plan. Stock options vest and become exercisable in three equal annual installments, commencing, respectively, one, two and three years from the date of initial grant. Date shown in Column 6 of Table II is the date the first installment becomes/became exercisable.

5. Restricted Stock Units are granted under the Rule 16b-3 qualified General Motors Stock Incentive Plan. The RSUs are denominated in stock and are to be delivered in stock in five annual installments commencing, respectively, one, two, three, four and five years from the date of the initial grant. Each Restricted Stock Unit is the economic equivalent of one share of General Motors common stock. If General Motors pays a dividend, dividend equivalents are earned on each undelivered Restricted Stock Unit. Date shown in column 6 is the date the first installment is payable. Pursuant to the terms of the United States Treasury Loan Agreement with General Motors, RSU installments due to be delivered in 2009 have not been made pending review with the United States Treasury. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form.

6. Restricted Stock Units are granted under the Rule 16b-3 qualified General Motors Long-Term Incentive Plan. The RSUs are denominated in stock and are to be delivered in stock in three annual installments commencing, respectively, three, four and five years from the date of the initial grant. Each Restricted Stock Unit is the economic equivalent of one share of General Motors common stock. If General Motors pays a dividend, dividend equivalents are earned on each undelivered Restricted Stock Unit. Date shown in column 6 is the date the first installment is payable. The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form.

7. The Restricted Stock Units were accrued under the Rule 16b-3 qualified General Motors Stock Incentive Plan. Each Restricted Stock Unit is the economic equivalent of one share of General Motors common stock. If General Motors pays a dividend, dividend equivalents are earned on each Restricted Stock Unit. Units held as of 12/31/08. The Restricted Stock Units convert on a "1 for 1" basis. The price of zero is notional and only used for purpose of facilitating the electronic filing of this Form. The Restricted Stock Units will be paid in stock at retirement.

	/s/ Martin I. Darvick, Attorney-in-Fact for Mr. Lutz	04/24/2009
	** Signature of Reporting Person	Date
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