SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WELLS DARREN R

(Last) (First) (Middle)
THE GOODYEAR TIRE & RUBBER COMPANY
200 INNOVATION WAY

(Street)
AKRON OH 44316-0001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GOODYEAR TIRE & RUBBER CO /OH/ [ GT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, EMEA
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2015
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/03/2015 M 13,500 A $24.71 130,222 D
Common Stock 12/03/2015 F 11,481 D $34.6292 (1) 118,741 D
Common Stock 12/03/2015 M 12,333 A $26.74 131,074 D
Common Stock 12/03/2015 F 10,870 D $34.6292 (1) 120,204 D
Common Stock 12/03/2015 M 47,613 A $12.98 167,817 D
Common Stock 12/03/2015 F 31,991 D $34.6292 (1) 135,826 D
Common Stock 12/03/2015 M 785 A $22.62 136,611 D
Common Stock 12/03/2015 F 643 D $34.6292 (1) 135,968 D
Common Stock 12/03/2015 M 12,562 A $26.44 148,530 D
Common Stock 12/03/2015 F 11,014 D $34.6292 (1) 137,516 D
Common Stock 12/03/2015 S 20,794 D $34.6292 (1) 116,722 D
Common Stock 142 (2) I 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2005 Plan Option (3) $24.71 12/03/2015 M 13,500 02/27/2011 (4) 02/27/2017 Common Stock 13,500 $0.00 0 D
2005 Plan Option (3) $26.74 12/03/2015 M 12,333 02/21/2012 (5) 02/21/2018 Common Stock 12,333 $0.00 0 D
2008 Plan Option (6) $12.98 12/03/2015 M 47,613 02/28/2015 (7) 02/28/2023 Common Stock 47,613 $0.00 47,613 D
2013 Plan Option (8) $22.62 12/03/2015 M 785 12/13/2015 (9) 12/13/2023 Common Stock 785 $0.00 2,358 D
2013 Plan Option (8) $26.44 12/03/2015 M 12,562 02/24/2015 (10) 02/24/2024 Common Stock 12,562 $0.00 37,689 D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $34.49 to $34.88. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
2. Total number of shares of common stock allocated to the account of the reporting person in a Trust established under Goodyear's Employee Savings Plan for Salaried Employees, 401(k) Plan, as of December 3, 2015 as reported by the Plan Trustee.
3. Non-Qualified Stock Option in respect of shares of common stock granted under the 2005 Performance Plan.
4. The option vested and became exercisable in 25% increments over four years commencing one year after the date of grant (2/27/2007).
5. The option vested and became exercisable in 25% increments over four years commencing one year after the date of grant (2/21/2008).
6. Non-Qualified Stock Option in respect of shares of common stock granted under the 2008 Performance Plan.
7. The option vested and became exercisable in 25% increments over four years commencing one year after the date of grant (2/28/2013).
8. Non-Qualified Stock Option in respect of shares of common stock granted under the 2013 Performance Plan.
9. The option vested and became exercisable in 25% increments over four years commencing one year after the date of grant (12/13/2013).
10. The option vested and became exercisable in 25% increments over four years commencing one year after the date of grant (2/24/2014).
Remarks:
/s/ Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Darren R Wells pursuant to a Power of Attorney dated 10/3/02, a copy of which has been previously filed with the SEC. 12/07/2015
** 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 4 (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.
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