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: Gallopoulos Gregory S (Senior VP, Gen. Counsel, Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-05	Common Stock, $1.00 par value	D	7600.346	$0.00	Disposed	68799	Direct
2013-03-06	Common Stock, $1.00 par value	A	7060	$0.00	Acquired	75859	Direct
2013-03-06	Common Stock, $1.00 par value	A	7060	$0.00	Acquired	82919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-06	Stock Options	$67.70	A	108370	Acquired	2020-03-06	Common Stock (108370)	Direct

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