Form SC 13G/A General Motors Co Filed by: UAW Retiree Medical Benefits Trust

August 22, 2019 1:16 PM

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE

13d-2(b)

(Amendment No. 2)*

 

 

 

 

 

General Motors Company

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

37045V100

(CUSIP Number)

 

December 31, 2018

(Date of Event which Requires Filing of this Statement)

 

 

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

  
 

 

CUSIP No: 37045V100   13G    

             
1  

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

UAW Retiree Medical Benefits Trust

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

None. Organized as a 501(c)(9) Voluntary Employee Beneficiary Association

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5.  

SOLE VOTING POWER

 

0

  6.  

SHARED VOTING POWER

 

100,150,000

  7.  

SOLE DISPOSITIVE POWER

 

0

  8.  

SHARED DISPOSITIVE POWER

 

100,150,000

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

100,150,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.0%

12  

TYPE OF REPORTING PERSON

 

EP

 

  
 

 

Item 1(a). Name of Issuer:

 

General Motors Company (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

300 Renaissance Center, Detroit, Michigan, 48265

 

Item 2(a). Name of Person Filing:

 

This Amendment No. 2 to Schedule 13G is being filed on behalf of the UAW Retiree Medical Benefits Trust, organized as a 501(c)(9) Voluntary Employee Beneficiary Association (“UAW RMBT”), solely in compliance with UAW RMBT’s reporting obligations under Schedule 13G.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

 

200 Walker Street, Detroit, MI 48207

 

Item 2(c). Citizenship:

 

None. UAW RMBT is organized as a 501(c)(9) Voluntary Employee Beneficiary Association.

 

Item 2(d). Title of Class of Securities:

 

Common Stock (“Common Stock”)

 

Item 2(e). CUSIP Number:

 

37045V100

 

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)¨ Broker or dealer registered under Section 15 of the Exchange Act.

 

  (b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act.

 

  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940.

 

  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act.

 

  (f) ¨ Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) of the Exchange Act.

 

  (g) ¨ Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act.

 

  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

  (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J) of the Exchange Act.

 

  (k) ¨ Group in accordance with Rule 13d-1(b)(1)(ii)(K) of the Exchange Act.

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J) of the Exchange Act, please specify type of institution:

 

  
 

 

Item 4. Ownership.

 

(a) Amount beneficially owned: 100,150,000 shares of Common Stock.

 

  (b) Percent of class: 7.0%. This percentage is based on a total of 1,427,729,248 shares of Common Stock outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed on August 1, 2019.

 

  (c) Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

0

 

  (ii) Shared power to vote or to direct the vote:

 

100,150,000 shares of Common Stock.

 

  (iii) Sole power to dispose or to direct the disposition of:

 

0

 

  (iv) Shared power to dispose or to direct the disposition of:

 

100,150,000 shares of Common Stock.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨ 

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

  
 

 

Item 8.Identification and Classification of Members of the Group.

 

UAW RMBT is party to a Stockholders Agreement dated as of October 15, 2009 (the “Stockholders Agreement”), originally by and among the Issuer, United States Department of the Treasury (“UST”), 7176384 Canada Inc. (since renamed Canada GEN Investment Corporation, “Canada GEN”), UAW RMBT and, solely for the purposes of Section 6.20 thereof, General Motors LLC. The UST and Canada GEN are no longer parties to the Stockholders Agreement. The Stockholders Agreement was filed as Exhibit 10.8 to the Current Report on Form 8-K filed by the Issuer on November 16, 2009.

 

UAW RMBT initially had the right to designate a director to the board of directors of the Issuer, but, as a result of the sale of 40 million shares of Common Stock that took place in early 2018, it no longer has that right. Pursuant to the Stockholders Agreement, UAW RMBT agrees to vote its shares of Common Stock on any matter presented to the Issuer's shareholders in the same proportionate manner as the other holders of the Common Stock other than the Issuer's directors and executive officers. UAW RMBT will be subject to the terms of the Stockholders Agreement until it beneficially owns less than 2% of the issued and outstanding Common Stock. The Stockholders Agreement prevents the shareholding parties thereto from transferring all or any portion of their Common Stock without the consent of the Issuer’s board of directors, to either (i) any person or group who would thereafter beneficially own more than 10% of the Common Stock, or (ii) any automotive vehicle manufacturer or affiliate thereof.

 

UAW RMBT has beneficial ownership of 100,150,000 shares of Common Stock. As of July 15, 2019, this represented 7.0% of the outstanding Common Stock based on a total of 1,427,729,248 shares of Common Stock outstanding.

 

Because UAW RMBT may be deemed a beneficial owner of the securities, UAW RMBT may be deemed a member of any group that the parties to the Stockholders Agreement are deemed to be part of. The Common Stock beneficially owned by UAW RMBT is held solely for the benefit of UAW RMBT’s GM Separate Retiree Account.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certification.

 

Not applicable.

 

  
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 22, 2019

 

       
  UAW Retiree Medical Benefits Trust
     
  By:   /s/ Charles Brock
  Name:   Charles Brock
  Title:   Chairman & CEO, Brock Fiduciary
Services LLC, on behalf of UAW RMBT

 

 

 

 

 

 

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