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): December 4, 2013

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) 636-6000

(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.

As previously disclosed, on September 26, 2013, the Motors Liquidation Company GUC Trust (the “GUC Trust”) entered into a Settlement Agreement (the “Settlement Agreement”) relating to the settlement of certain claims filed by or on behalf of holders of certain notes (the “Nova Scotia Notes”) issued by General Motors Nova Scotia Finance Company and guaranteed by Motors Liquidation Company. The Settlement Agreement became effective on November 25, 2013.

Pursuant to the Settlement Agreement, the GUC Trust is required to make a special distribution of excess distributable assets (the “Special Excess Distribution”) to holders of units of beneficial interest in the GUC Trust (the “GUC Trust Units”) on an accelerated basis in accordance with Sections 5.4 and 5.8 of the Amended and Restated Motors Liquidation Company GUC Trust Agreement dated as of June 11, 2012, as amended. Accordingly, the GUC Trust today announced that it anticipates making the Special Excess Distribution on or about December 20, 2013, to the holders of record of the GUC Trust Units as of December 16, 2013, in the following amounts per GUC Trust Unit:

• 0.211506 shares of common stock of General Motors Corporation (“New GM Common Stock”);

• 0.192278 warrants to purchase New GM Common Stock, with an exercise price set at $10.00 per share (“New GM Series A Warrants”); and

• 0.192278 warrants to purchase New GM Common Stock, with an exercise price set at $18.33 per share (“New GM Series B Warrants” and, collectively with any New GM Common Stock and New GM Series A Warrants, “New GM Securities”).

A copy of the notice to holders of GUC Trust Units regarding the Special Excess Distribution, which was provided today to the Depository Trust Company, is attached as Exhibit 99.1 to this Form 8-K.

The following table summarizes the changes in the New GM Securities that comprise the GUC Trust’s distributable assets from September 30, 2013, including as a result of the effectiveness of the Settlement Agreement and pro forma for the Special Excess Distribution described above:

	New GM Common Stock			New GM Series A Warrants			New GM Series B Warrants
	(in numbers of New GM Securities)
Distributable Assets as of September 30, 2013 (1)		19,833,683			18,030,506			18,030,506
Nova Scotia Settlement Distribution (2)		(6,174,015	)		(5,612,741	)		(5,612,741	)
Adjustments to “Set Aside” New GM Securities (3)		(71,597	)		(65,087	)		(65,087	)
Distributable Assets as of December 4, 2013		13,588,071			12,352,678			12,352,678
Pro Forma Adjustment for the Special Excess Distribution (4)		(6,735,070	)		(6,122,789	)		(6,122,789	)
Distributable Assets as of December 4, 2013, Pro Forma for the Special Excess Distribution		6,853,001			6,229,889			6,229,889

(1) Reflects the numbers of New GM Securities shown as “GUC Trust Distributable Assets” on the report included as Exhibit 99.1 to the Form 8-K filed by the GUC Trust with the Securities and Exchange Commission on November 7, 2013. The numbers of New GM Securities set out above as “Distributable Assets” do not directly relate to Net Assets in Liquidation or any other number appearing in the GUC Trust’s financial statements prepared in accordance with U.S. GAAP.

(2) Reflects the distributions made on or about December 2, 2013, to the holders of the Nova Scotia Notes, pursuant to the terms of the Settlement Agreement. For additional information regarding such distributions, see the Form 8-K filed with the Securities and Exchange Commission on November 25, 2013.

(3) Reflects calculations performed as of December 3, 2013, in connection with determining the numbers of New GM Securities to be distributed in the Special Excess Distribution, which resulted in an increase in the numbers of New GM Securities set aside from distribution to fund potential income tax liabilities (due to revisions to estimates of potential capital gains relating to New GM Securities distributed since September 30, 2013, to reflect the market prices at which such securities were distributed), partially offset by a decrease in the numbers of New GM Securities set aside from distribution to fund projected costs of the GUC Trust (due to revisions to certain cost estimates in connection with the effectiveness of the Settlement Agreement). For additional information regarding the methodology for calculating such “set aside” amounts, see the disclosure under the heading “Net Assets in Liquidation—New GM Securities Set Aside from Distribution” in Item 2 (“Management’s Discussion and Analysis”) of Part I of the Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013.

(4) Pro forma for the Special Excess Distribution described in this Form 8-K above.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Notice to Holders of GUC Trust Units

2

SIGNATURE

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: December 4, 2013

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

EXHIBIT INDEX

Exhibit No.	Description
99.1	Notice to Holders of GUC Trust Units

EX-99.1

Exhibit 99.1

ALL DEPOSITORIES, NOMINEES, BROKERS AND OTHERS:

PLEASE FACILITATE THE TRANSMISSION OF THIS NOTICE

TO ALL BENEFICIAL OWNERS

NOTICE

TO HOLDERS OF

MOTORS LIQUIDATION COMPANY

GUC TRUST UNITS (CUSIP NO. 62010U101)¹

December 4, 2013

Reference is made to (i) the Second Amended Joint Chapter 11 Plan, dated as of March 18, 2011, of Motors Liquidation Company and certain of its affiliates, which was confirmed by an order of the Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) entered on March 29, 2011 (as so confirmed, the “Plan”), and which became effective on March 31, 2011, and (ii) the Amended and Restated Motors Liquidation Company GUC Trust Agreement dated as of June 11, 2012 (as subsequently amended, the “GUC Trust Agreement”).² The above-described units (the “Trust Units”) representing contingent beneficial interests in the Motors Liquidation Company GUC Trust (the “GUC Trust”) were issued pursuant to the terms of the Plan and the GUC Trust Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Plan.

The Plan provides for the establishment of the GUC Trust to implement the Plan, including distributing New GM Securities and resolving outstanding Disputed General Unsecured Claims.

On September 26, 2013, the GUC Trust entered into a settlement agreement with certain parties to an ongoing litigation related to certain notes (the “Nova Scotia Notes”) issued by General Motors Nova Scotia Finance Company and guaranteed by Motors Liquidation Company (the “Settlement Agreement”). The Settlement Agreement was subsequently approved by the Bankruptcy Court and the Supreme Court of Nova Scotia and became effective on November 25, 2013. Pursuant to the Settlement Agreement, on or about December 2, 2013, the GUC Trust distributed to holders of the Nova Scotia Notes held as of November 27, 2013, a specified amount of New GM Securities (the “Nova Scotia Distribution”). Pursuant to the Settlement Agreement, and following the Nova Scotia Distribution, the GUC Trust is required to make a special “excess” distribution of New GM Securities to holders of Trust Units on an accelerated basis in accordance with sections 5.4 and 5.8 of the GUC Trust Agreement.

¹  The CUSIP numbers appearing herein have been included solely for the convenience of the holders of the Trust Units. The GUC Trust assumes no responsibility for the selection or use of such numbers and makes no representations as to the correctness of the CUSIP numbers appearing herein.

²  Information on the bankruptcy proceedings, including a copy of the Plan, can be found at: http://www.motorsliquidationdocket.com/. Information can also be found on the website maintained by the trust administrator and trustee of the Motors Liquidation Company GUC Trust at https://www.mlcguctrust.com/.

The GUC Trust hereby informs you that, pursuant and subject to the terms of the Plan, the GUC Trust Agreement and the Settlement Agreement referred to herein, a distribution of New GM Securities (the “Excess Distribution”) is anticipated to be made on December 20, 2013, to those persons (“Holders”) who were holders of record of the Trust Units on December 16, 2013 (the “Record Date”). The number of New GM Securities to be allocated in the Excess Distribution, per Trust Unit held as of the Record Date, is set forth below:

	Number of New GM Securities Allocable per Trust Unit
Description of Units	Shares of New GM Stock (CUSIP No. 37045V100)		New GM Warrants, Exercise Price of $10.00 per Share (CUSIP No. 37045V118)		New GM Warrants, Exercise Price of $18.33 per Share (CUSIP No. 37045V126)
MLC GUC Trust Units (CUSIP No. 62010U101)		0.211506		0.192278		0.192278

The actual number of New GM Securities distributed is subject to Section 5.6(b) of the GUC Trust Agreement, which provides that no fractional New GM Securities will be distributed and that such fractional New GM Securities will be aggregated and sold for cash. All distributions to Holders are subject to the procedures of The Depository Trust Company and its participants, and each Holder’s allocated amount may vary slightly due to rounding.

The GUC Trust makes no recommendations and gives no investment or legal advice herein, and all holders of Trust Units are urged to consult with their own advisors concerning the Trust Units, the Plan and the Excess Distribution, including tax advisors concerning the tax treatment of any distributions thereunder.

Additional information, including a copy of the GUC Trust Agreement, is available at www.mlcguctrust.com.

This Notice is given by:

Motors Liquidation Company GUC Trust

December 4, 2013