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GENERAL DYNAMICS CORP Director's Dealing 2014

Mar 7, 2014

29892_dirs_2014-03-06_d413978d-9acf-43ac-87df-80f64b9688f8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAL DYNAMICS CORP (GD)
CIK: 0000040533
Period of Report: 2014-03-04

Reporting Person: Kuryea Kimberly A (Vice President and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-03-04 Common Stock, $1.00 par value A 855.687 $0.00 Acquired 24231.687 Direct
2014-03-05 Common Stock, $1.00 par value A 1500 $0.00 Acquired 25731.687 Direct
2014-03-05 Common Stock, $1.00 par value A 1500 $0.00 Acquired 27231.687 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-03-05 Stock Options $112.40 A 24440 Acquired 2021-03-04 Common Stock (24440) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $1.00 par value 1000 Indirect
Common Stock, $1.00 par value 784.82 Indirect

Footnotes

F1: Represents additional performance restricted stock units (PRSUs) equal to accrued dividend equivalents on previously awarded PRSUs and additional units that were earned based on satisfaction of the performance metric, which was returned on invested capital. The PRSUs are subject to an additional three-year time-vesting period.

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 PRSUs, each of which entitles the Reporting Person to receive one share of General Dynamics common stock. The number of PRSUs 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 PRSUs 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 will become exercisable on 03/05/2015 and the remaining fifty percent will become exercisable on 03/05/2016.