William A Moss Form 3 GENERAL DYNAMICS / William A Moss ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Moss William A

(Last) (First) (Middle)

C/O GENERAL DYNAMICS CORPORATION

2941 FAIRVIEW PARK DR.

(Street)

FALLS CHURCH VA 22042

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2017

3. Issuer Name and Ticker or Trading Symbol
GENERAL DYNAMICS CORP [ GD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President and Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	94	D
Common Stock	2,545(1)	D
Common Stock	1,333.083(2)	D
Common Stock	1,051.99	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(3)	03/04/2021	Common Stock	10,580	112.4	D
Stock Options	(4)	03/03/2025	Common Stock	5,560	136.78	D
Stock Options	(5)	03/01/2026	Common Stock	7,500	135.85	D
Stock Options	(6)	02/28/2027	Common Stock	8,240	191.71	D

Explanation of Responses:

1. Represents shares of restricted stock subject to service-based vesting that will be released three years or approximately four years after the grant date, depending on the terms of the grant.

2. Represents performance restricted stock units (PRSUs) and accrued dividend equivalents that have been earned based on satisfaction of the performance metric, which was returned on invested capital. The PRSUs are subject to additional time-vesting requirements.

3. Fifty percent became exercisable on 03/05/2015 and the remaining fifty percent became exercisable on 03/05/2016.

4. Fifty percent became exercisable on 03/04/2017 and the remaining fifty percent will become exercisable on 03/04/2018.

5. Fifty percent will become exercisable on 03/02/2018 and the remaining fifty percent will become exercisable on 03/02/2019.

6. Fifty percent will become exercisable 03/01/2019 and the remaining fifty percent will become exercisable 03/01/2020.

Remarks:

	L. Neal Wheeler, by Power of Attorney	04/04/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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