SEC FORM 3

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^*

Shenton Robert E.

(Last)

(First)

(Middle)

HIGHWAY 50 & AEROJET ROAD

(Street)

RANCHO CORDOVA

95742

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2010

3. Issuer Name and Ticker or Trading Symbol
GENCORP INC [ GY ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		VP & COO of Aerojet-General

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⁽¹⁾	10,000	D
Common Stock	1,996	D
Common Stock	2,475⁽²⁾	I	By 401(k)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Emp. Stk. Option (Right to Buy)	⁽³⁾	08/24/2019	Common Stock	14,289	$4.54	D
Stock Appreciation Right	⁽⁴⁾	05/10/2015	Common Stock	1,500	$18.71	D
Stock Appreciation Right	⁽⁵⁾	05/10/2015	Common Stock	2,000	$18.71	D
Stock Appreciation Right	⁽⁶⁾	09/27/2016	Common Stock	4,256	$13.19	D
Stock Appreciation Right	⁽⁷⁾	01/16/2017	Common Stock	1,500	$13.75	D

Explanation of Responses:

1. Grant to reporting person of restricted stock under the 1999 Equity and Performance Incentive Plan. Shares of restricted stock will vest over a 29 month period based on the achievement of certain performance targets through November 30, 2011.

2. Shares held in the GenCorp Retirement Savings Plan Trust (Plan Trust) are 2475 as of January 20, 2010 which reflects the value in the participant's account as per the Plan Administrator's records. The number of shares reported is calculated by dividing the dollar value of the participant's account by the closing market price of the stock on the day reported above. This calculation yields only the approximate number of shares in the participant's account because the cash component in the Plan Trust (target 2%) is allocated to each participant's account on a pro rata basis, and the cash component varies based on overall activity of all participants in the Plan Trust. In addition, the number shown has been rounded down to the nearest whole number.

3. Grant to reporting person of stock options under the 1999 Equity and Performance Incentive Plan. Stock options will vest over a 29 month period based on the achievement of certain performance targest through November 30, 2011.

4. The stock appreciation rights grant is fully exercisable.

5. The stock appreciation rights grant is fully exercisable.

6. The stock appreciation rights grant is fully exercisable.

7. The stock appreciation rights grant is fully exercisable.

	Rebecca A. Bauer as Attorney-in-Fact	02/02/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.