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 3 18, 2020

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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~Pursuant~~As topreviously ~~the~~disclosed, ~~Second~~including ~~Amended~~in ~~and~~its ~~Restated~~Quarterly ~~Motors~~Report ~~Liquidation~~on ~~Company~~Form 10-Q for ~~GUC~~the ~~Trust~~six ~~Agreement~~months ~~dated as of July~~ended September 30, ~~2015~~2020, ~~and~~the ~~between~~Motors ~~the~~Liquidation ~~parties~~Company ~~thereto,~~GUC ~~as amended~~Trust (the “GUC Trust ~~Agreement~~”), ~~and~~is ~~that~~involved ~~certain~~in ~~Order~~litigation ~~Authorizing~~concerning ~~the~~purported ~~GUC~~economic ~~Trust~~losses ~~Administrator~~(the to“Economic ~~Liquidate~~Loss ~~New~~Plaintiffs”), GMpersonal ~~Securities~~injuries ~~for~~and/or death (the ~~Purpose~~“PIWD ofPlaintiffs”) ~~Funding~~suffered ~~Fees,~~by ~~Costs~~certain lessees and ~~Expenses~~owners of ~~the~~vehicles ~~GUC~~manufactured ~~Trust~~by ~~and~~General ~~the~~Motors ~~Avoidance Action~~Corporation ~~Trust, dated March 8, 2012~~ (~~the~~ “~~Liquidation~~Old ~~Order~~GM”) ~~issued~~prior byto the ~~Bankruptcy~~sale ~~Court~~of ~~for~~substantially all the ~~Southern~~assets ~~District~~ of ~~New~~Old ~~York,~~GM ~~Wilmington~~to ~~Trust~~NGMCO, ~~Company~~Inc., n/k/a inGeneral ~~its~~Motors ~~capacity~~LLC as(“New ~~trust~~GM”). ~~administrator~~Certain ~~and trustee~~ of the ~~Motors Liquidation~~Economic ~~Company~~Loss ~~GUC~~and ~~Trust~~PIWD ~~(the~~Plaintiffs ~~“GUC~~have ~~Trust~~filed ~~Administrator,”~~lawsuits ~~and~~against ~~such~~New ~~trust~~GM, ~~the~~have ~~“GUC~~filed ~~Trust”)~~motions isseeking ~~required~~authority tofrom ~~provide~~the onUnited anStates ~~annual~~Bankruptcy ~~basis~~Court ~~the projected budgets~~ for ~~certain~~the ~~categories~~Southern District of ~~expenses~~New ~~(“Wind-Down~~York ~~Costs”), other than Reporting and Transfer Costs~~ (~~as defined in~~ the ~~GUC~~“Bankruptcy ~~Trust Agreement~~Court”), to ~~FTI~~file ~~Consulting,~~claims ~~Inc.,~~against ~~in its capacity as~~ the ~~trust monitor of the~~ GUC Trust, ~~to the DIP Lenders~~ (~~as defined in~~ the ~~GUC~~“Late ~~Trust~~Claims ~~Agreement~~Motions”), and/or ~~to certain additional parties specified in the Liquidation Order. Furnished as Exhibit 99.1 to this Current Report on Form 8-K~~ are ~~copies~~members of ~~the~~a ~~calendar-year~~putative ~~2021~~class ~~budgets~~covered ~~for~~by ~~Wind-Down~~those ~~Costs and for Reporting and Transfer Costs~~actions.

~~The~~As ~~foregoing~~previously ~~budgets~~disclosed, ~~are~~including ~~subject~~most torecently ~~revision~~on a Current Report on Form 8-K filed by the GUC Trust ~~Administrator~~on May 5, ~~according~~2020 to (the ~~procedures~~“Economic ~~specified~~Los inSettlement 8-K”), the GUC Trust, ~~Agreement.~~New ~~Such budgets~~GM ~~were~~and ~~developed~~the ~~based~~Economic ~~upon~~Loss ~~assumptions~~Plaintiffs asserting economic loss claims on a class wide basis against both the GUC Trust and New ~~estimates~~GM ~~about~~executed ~~future~~a ~~events~~Settlement ~~which~~Agreement ~~could~~dated ~~change~~as inof March 27, 2020 (the ~~future~~“Settlement ~~due~~Agreement”) to, ~~various~~among ~~risks~~other ~~and uncertainties~~things, ~~including~~resolve ~~those~~the ~~specified~~Late ~~under~~Claims Motions filed by the ~~heading~~Economic ~~“Forward~~Loss ~~Looking~~Plaintiffs. On ~~Statements”~~March 27, in2020, ~~Item~~the 2GUC ~~(“Management’s~~Trust ~~Discussion~~filed ~~and~~a ~~Analysis”)~~motion with the Bankruptcy Court seeking, among other things, approval of the ~~Quarterly~~Settlement ~~Report~~Agreement on(the ~~Form~~“Settlement ~~10-Q~~Approval ~~filed~~Motion”) and on ~~November~~April 1323, 2020, ~~and~~the inBankruptcy ~~Item~~Court 1Aissued an order (the “~~Risk~~Settlement ~~Factors~~Approval Order”) ofgranting the ~~Annual~~Settlement ~~Report~~Approval onMotion ~~Form~~and ~~10-K~~approving ~~filed~~the onGUC ~~June 3,~~Trust’s ~~2020~~entry into the Settlement Agreement. AsThe aSettlement ~~result,~~Approval Order contemplated ~~actual~~the ~~Wind-Down~~addition ~~Costs~~of the Motors Liquidation Company ~~and~~Avoidance ~~Reporting~~Action ~~and~~Trust ~~Transfer~~(the ~~Costs~~“AAT”) ~~could~~to bethe ~~materially~~Settlement ~~higher~~Agreement orpursuant ~~lower~~to ~~than~~an amendment to the ~~amounts~~Settlement ~~presented~~Agreement inand ~~Exhibit~~on May ~~99.~~1, ~~which~~2020, ~~could~~the ~~materially affect~~GUC Trust, New GM, the ~~value~~Economic ofLoss Plaintiffs and the ~~units~~AAT ofentered ~~beneficial~~into ~~interest~~an inamended settlement agreement (the ~~GUC~~“Amended Settlement ~~Trust~~Agreement”). ~~Holders~~Also ofon ~~such~~May 1, ~~securities~~2020, ~~should~~the ~~carefully~~AAT ~~consider~~filed ~~such~~a ~~risks~~motion ~~and~~seeking ~~uncertainties~~Bankruptcy ~~before~~Court ~~making~~approval ~~any~~of ~~decisions~~its ~~with~~entry ~~respect~~into tothe Amended Settlement Agreement, which was required for such ~~securities~~agreement to be effective.

~~Item~~On 9December 18, 2020, the Bankruptcy Court issued an order (the “Amended Settlement Agreement Approval Order”) approving the Amended Settlement Agreement.01 The Amended Settlement Agreement Approval Order is filed as Exhibit 99.2 ~~Financial~~to ~~Statements~~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 ~~Exhibits~~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.

~~(d)~~Item ~~Exhibits~~9.01. ~~The~~Financial ~~following~~Statements ~~exhibit~~and ~~is filed with this Form 8-K~~Exhibits.

Exhibit No.		Description
99.1		~~2021~~Amended ~~Budgets~~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

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	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 3, 2020
Date: December 22, 2020		By: /s/ David A. Vanaskey Jr.
	By:	/s/ David A. Vanaskey Jr.
		Name:	David A. Vanaskey Jr.
		Name: David A. Vanaskey Jr.
		Title:	Administrative Vice President of Wilmington Trust Company
		Title: Administrative Vice President of Wilmington Trust Company

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