GENERAL DYNAMICS CORP — Director's Dealing 2013

Mar 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAL DYNAMICS CORP (GD)
CIK: 0000040533
Period of Report: 2013-03-06

Reporting Person: Von Thaer Lewis (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-05	Common Stock, $1.00 par value	D	2990.637	$0.00	Disposed	49540	Direct
2013-03-06	Common Stock, $1.00 par value	A	2620	$0.00	Acquired	52160	Direct
2013-03-06	Common Stock, $1.00 par value	A	2620	$0.00	Acquired	54780	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-06	Stock Options	$67.70	A	40180	Acquired	2020-03-05	Common Stock (40180)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	1202.69	Indirect

Footnotes

F1: Represents restricted stock units ("RSUs") granted in 2012 and accrued dividend equivalents that were forfeited due to the performance metric not being met.

F2: Represents shares of restricted stock subject to service-based vesting that will be released approximately four years after the grant date.

F3: Represents a target number of RSUs each of which entitles the Reporting Person to receive one share of General Dynamics common stock. The number of RSUs ultimately earned by the Reporting Person will be determined based on a performance metric tied to return on invested capital during the year of grant, and may range from 0% to 200% of the target amount. Following the performance period, the earned RSUs are subject to an additional three year time-vesting period.

F4: Includes share activity under General Dynamics 401(k) plan since date of reporting person's last ownership report.

F5: Fifty percent become exercisable on 3/6/2014 and the remaining fifty percent become exercisable on 3/6/2015.