X0206 3 2013-08-20 0 0000040888 GENCORP INC GY 0001584846 SCHUMACHER JOHN D. 2001 AEROJET ROAD RANCHO CORDOVA CA 95742 1 VP, Business Relations Common Stock 2486 I By Plan Trust Stock Appreciation Right 13.01 2020-04-29 Common Stock 20000 D Shares held in the GenCorp Retirement Savings Plan Trust (Plan Trust) as of August 20, 2013 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. The number shown has been rounded down to the nearest whole number. Grant to Reporting Person of a stock appreciation right under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan. Such stock appreciation right vests in 33% increments on 4/29/2014, 4/29/2015 and 4/29/2016. Rebecca A. Bauer as Attorney-in-Fact 2013-08-21