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 18~~January 28, ~~2020~~2021

Motors Liquidation Company GUC Trust

(Exact Name of Registrant as Specified in its charter)

Delaware	1-43	45-6194071
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
c/o Wilmington Trust Company, as trust administrator and trustee Attn: David A. Vanaskey Jr. Administrative Vice President Rodney Square North 1100 North Market Street Wilmington, Delaware		19890-1615
(Address of principal executive offices)		(Zip Code)

c/o Wilmington Trust Company, as trust administrator and trustee Attn: David A. Vanaskey Jr. Administrative 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

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

AsPursuant ~~previously~~to ~~disclosed, including in its Quarterly Report on Form 10-Q for~~ the ~~six~~Second ~~months~~Amended ~~ended September 30,~~and ~~2020,~~Restated ~~the~~ Motors Liquidation Company GUC Trust ~~(the~~Agreement ~~“GUC~~dated ~~Trust”)~~as isof ~~involved~~July 30, in2015 ~~litigation~~and ~~concerning~~between ~~purported~~the ~~economic~~parties ~~losses~~thereto (the “~~Economic~~GUC ~~Loss~~Trust ~~Plaintiffs~~Agreement”), ~~personal~~Wilmington ~~injuries~~Trust ~~and/or~~Company, ~~death (the~~acting ~~“PIWD~~solely ~~Plaintiffs”)~~in ~~suffered~~its bycapacity ~~certain~~as ~~lessees~~trust administrator and ~~owners~~trustee of ~~vehicles~~the ~~manufactured~~Motors byLiquidation ~~General~~Company ~~Motors~~GUC ~~Corporation~~Trust (the “~~Old~~GUC GMTrust Administrator”), ~~prior~~is torequired ~~the sale of substantially all the assets of Old GM~~ to ~~NGMCO, Inc.,~~file ~~n/k/a~~certain ~~General~~GUC ~~Motors~~Trust ~~LLC~~Reports (~~“New~~as ~~GM”).~~such ~~Certain~~term ofis ~~the~~defined ~~Economic~~in ~~Loss~~the ~~and~~GUC ~~PIWD~~Trust ~~Plaintiffs~~Agreement) ~~have~~with ~~filed lawsuits against New GM, have filed motions seeking authority from~~ the ~~United States~~ Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) ~~to file claims against the GUC Trust (the “Late Claims Motions”), and/or are members of a putative class covered by those actions~~.

AsOn ~~previously~~January ~~disclosed~~28, ~~including most recently on a Current Report on Form 8-K filed by the GUC Trust on May 5~~2021, ~~2020 (~~the ~~“Economic Los Settlement 8-K”), the~~ GUC Trust, ~~New~~Administrator GMfiled ~~and~~with the ~~Economic~~Bankruptcy ~~Loss~~Court ~~Plaintiffs asserting economic loss claims on a class wide basis against both~~ the GUC Trust ~~and New~~Report GMrequired ~~executed~~by ~~a Settlement Agreement dated as of March~~Section ~~27, 2020~~ 6.2(~~the “Settlement Agreement”~~c) ~~to,~~of ~~among other things, resolve~~ the ~~Late~~GUC ~~Claims~~Trust Agreement ~~Motions~~for ~~filed by~~ the ~~Economic~~fiscal ~~Loss~~quarter ~~Plaintiffs. On~~ended ~~March~~December 2731, 2020, ~~the GUC Trust filed a motion with the Bankruptcy Court seeking, among other things, approval of the Settlement Agreement~~ (the “~~Settlement Approval Motion”) and on April~~December 2331, 2020 ~~the Bankruptcy Court issued an order~~ 6.2(~~the “Settlement~~c) ~~Approval Order~~Report”). ~~granting~~In addition, the ~~Settlement~~Motors ~~Approval~~Liquidation ~~Motion~~Company ~~and approving the~~ GUC Trust’s ~~entry~~announced ~~into~~that ~~the Settlement Agreement. The Settlement Approval~~no ~~Order contemplated~~distribution ~~the~~in ~~addition~~respect of its ~~the Motors Liquidation Company~~Units ~~Avoidance Action Trust~~ (~~the~~as ~~“AAT”)~~such toterm ~~the~~is ~~Settlement~~defined ~~Agreement~~in ~~pursuant to an amendment to~~ the ~~Settlement Agreement and on May 1, 2020, the~~ GUC Trust, ~~New GM, the Economic Loss Plaintiffs and the AAT entered into an amended settlement agreement (the “Amended Settlement~~ Agreement”). ~~Also~~is onrequired ~~May 1,~~for ~~2020,~~ the ~~AAT~~fiscal ~~filed~~quarter aended ~~motion seeking Bankruptcy Court approval of its entry into the Amended Settlement Agreement~~December 31, ~~which was required for such agreement to be effective~~2020.

OnA copy of the December 1831, 2020, ~~the Bankruptcy Court issued an order~~ 6.2(~~the “Amended Settlement Agreement Approval Order”~~c) ~~approving~~Report ~~the Amended Settlement Agreement. The Amended Settlement Agreement Approval Order~~ is filed as Exhibit 99.21 to this ~~Current Report on~~ Form ~~8-K.~~ The Amended Settlement Agreement provides for, among other things: payment by the GUC Trust of $48,000,000 into a common fund for members of the economic loss class and complete resolution of all claims and motions filed against the GUC Trust in the Bankruptcy Court asserting economic loss claims or causes of action. The foregoing description of the Amended Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 99.1 to the Economic Loss Settlement 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Amended Settlement Agreement (incorporated herein by reference to Exhibit 99.1 to the Motors Liquidation Company GUC Trust Current Report on Form 8-K filed on May 5, 2020)
99.2		Amended Settlement Agreement Approval Order

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


Exhibit No.		Description

99.1		December 31, 2020 6.2(c) Report

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.

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

Date: December 22, 2020

By: /s/ David A. Vanaskey Jr.

Date: January 28, 2020

/s/ David A. Vanaskey Jr.

David A. Vanaskey Jr.

Administrative Vice President of Wilmington Trust Company

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