8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 29, 2012

Motors Liquidation Company GUC Trust

(Exact Name of Registrant as Specified in Charter)

Delaware	1-43	45-6194071
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Wilmington Trust Company, as trust administrator and trustee Attn: David A. Vanaskey Jr., Vice President Rodney Square North 1100 North Market Street Wilmington, Delaware	19890-1615
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (302) 636-6019

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 29, 2012, Wilmington Trust Company, solely in its capacity as trust administrator and trustee, or the GUC Trust Administrator, of the Motors Liquidation Company GUC Trust, or the GUC Trust, and FTI Consulting, Inc., as trust monitor of the GUC Trust, or the Trust Monitor, executed the First Amendment, or the Amendment, to the Amended and Restated Motors Liquidation Company GUC Trust Agreement, or the GUC Trust Agreement. The Amendment is attached hereto as Exhibit 99.1.

Section 13.13(b) of the GUC Trust Agreement provides that the GUC Trust Agreement may be amended for any purpose upon petition to, and with the approval of, the bankruptcy court for the Southern District of New York, or the Bankruptcy Court. On June 14, 2012, the GUC Trust Administrator filed with the Bankruptcy Court the Motion of Wilmington Trust Company, as GUC Trust Administrator, to Approve an Amendment to the Amended and Restated Motors Liquidation Company GUC Trust Agreement, or the Motion, along with a related notice of presentment. By the Motion, the GUC Trust Administrator sought Bankruptcy Court authority to amend the GUC Trust Agreement to extend the required dates for filing the GUC Trust Reports (as defined in the GUC Trust Agreement) from thirty (30) days following each fiscal quarter end and forty-five (45) days following each fiscal year end to forty-five (45) days following each fiscal quarter end and ninety (90) days following each fiscal year end. The purpose of the Amendment was to conform the deadlines for the filing of the GUC Trust Reports with the deadlines for the filing of reports on Form 10-Qs and Form 10-Ks as required by the no-action letter granted by the staff of the Securities and Exchange Commission.

No party objected to the Motion. On June 29, 2012, the Bankruptcy Court issued an order approving the Motion, or the Order, and, pursuant to such Order, authorized the GUC Trust Administrator and the Trust Monitor to each execute the Amendment.

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Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits. The following exhibit is furnished with this Form 8-K.

Exhibit No.	Description
99.1	First Amendment to Amended and Restated Motors Liquidation Company GUC Trust Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 6, 2012

MOTORS LIQUIDATION COMPANY GUC TRUST
By: Wilmington Trust Company, not in its individual capacity, but solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust
By:	/s/ David A. Vanaskey
Name:	David A. Vanaskey
Title:	Vice President of Wilmington Trust Company

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EX-99.1

Exhibit 99.1

First Amendment to Amended and Restated Trust Agreement

This amendment, dated as of June 29, 2012 (the “Amendment”) to that certain Amended and Restated Motors Liquidation Company GUC Trust Agreement, dated as of June 11, 2012 (the “Amended and Restated Trust Agreement”), is executed by Wilmington Trust Company, as trust administrator and trustee (in such capacity, the “GUC Trust Administrator”) and FTI Consulting Inc., as GUC Trust Monitor, in accordance with Section 13.13 of the Amended and Restated Trust Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Trust Agreement.

W I T N E S S E T H

WHEREAS, on May 23, 2012, the Motors Liquidation Company GUC Trust (the “Trust”) received the No-Action Relief, as defined in the Amended and Restated Trust Agreement, permitting the issuance of transferable Units, and such Units were subsequently issued in transferable form on or about June 12, 2012; and

WHEREAS, Section 6.2(a) of the Amended and Restated Trust Agreement provides that the GUC Trust Reports shall be filed with the Bankruptcy Court no later than thirty days following the end of each fiscal quarter, except that the GUC Trust Report for the end of any fiscal year may be filed no later than forty-five days following the end of such fiscal year; and

WHEREAS, pursuant to the No-Action Relief and Section 6.3 of the Amended and Restated Trust Agreement, the Trust will be required to file Form 10-Qs with the SEC no later than forty-five days following the end of each fiscal quarter and a Form 10-K with the SEC no later than ninety days following the end of each fiscal year (collectively, the “Securities Filings”); and

WHEREAS, it is anticipated that the Securities Filings will contain substantially all of the information presently reported in the GUC Trust Reports, and that maintaining separate filing dates for the GUC Trust Reports and the Securities Filings may lead to confusion among GUC Trust Beneficiaries and will be burdensome and costly for the Trust; and

WHEREAS, it is now desirable to conform the dates for the required filings of both the GUC Trust Reports and the Securities Filings; and

WHEREAS, pursuant to 13.13(b) of the Amended and Restated Trust Agreement, the GUC Trust Administrator has filed, out of an abundance of caution, a motion with the Bankruptcy Court seeking, inter alia, approval of this Amendment; and

WHEREAS, this Amendment shall become effective upon a Final Order of the Bankruptcy Court and execution by the appropriate signatories to this Amendment.

NOW, THEREFORE, in accordance with Section 13.13 of the Amended and Restated Trust Agreement the Amended and Restated Trust Agreement is hereby amended as follows:

1. The second sentence of Section 6.2(a) shall be deleted in its entirety and replaced with the following:

The GUC Trust Reports shall be filed with the Bankruptcy Court and provided to the GUC Trust Monitor and DIP Lenders no later than forty-five days following the end of each fiscal quarter, except that the GUC Trust Report for the end of any fiscal year may be filed, provided and posted no later than ninety days following the end of the fiscal year.

Except as expressly amended hereby, the Amended and Restated Trust Agreement shall remain unmodified and in full force and effect.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment or caused this Amendment to be duly executed by their respective officers, representatives, or agents as of the date first above written.

Wilmington Trust Company, as GUC Trust Administrator and Trustee:
By:
	Name: David A. Vanaskey, Jr. Title:   Vice President

FTI Consulting, Inc., as GUC Trust Monitor:
By:
	Name: Anna Phillips Title:   Senior Managing Director

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