GENERAL DYNAMICS CORP — Director's Dealing 2014

Jan 6, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GENERAL DYNAMICS CORP (GD)
CIK: 0000040533
Period of Report: 2014-01-01

Reporting Person: Aiken Jason W (Senior Vice President and CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	8484	Direct
Common Stock, $1.00 par value	8200	Direct
Common Stock, $1.00 par value	1880	Direct
Common Stock, $1.00 par value	10.521	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$74.81	2018-03-01	Common Stock (23890)		Direct
Stock Options	$71.01	2019-03-06	Common Stock (21500)		Direct
Stock Options	$67.70	2020-03-05	Common Stock (28890)		Direct

Footnotes

F1: Represents shares of restricted stock subject to service-based vesting that will be released approximately four years after the grant date.

F2: Represents a target number of restricted stock units ("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.

F3: Fifty percent became exercisable on 03/02/2012 and the remaining fifty percent became exercisable on 03/02/2013.

F4: Fifty percent became exercisable on 03/07/2013 and the remaining fifty percent will become exercisable on 03/07/2014.

F5: Fifty percent will become exercisable on 03/06/2014 and the remaining fifty percent will become exercisable on 03/06/2015.