| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 4,004(1) | I | 401(k) Plan(2) | |||||||
| Common Stock | 02/28/2007 | F(3) | 3,107 | D | $24.66(3) | 37,482 | D | |||
| Common Stock | 02/28/2007 | M(4) | 11,250 | A | $6.81(4) | 46,058 | D | |||
| Common Stock | 02/28/2007 | F(5) | 11,240 | D | $24.66(5) | 34,818 | D | |||
| Common Stock | 02/28/2007 | M(6) | 22,100 | A | $12.54(6) | 53,421 | D | |||
| Common Stock | 02/28/2007 | F(7) | 7,651 | D | $24.66(7) | 45,770 | D | |||
| Common Stock | 02/28/2007 | M(8) | 11,000 | A | $17.15(8) | 55,691 | D | |||
| Common Stock | 02/28/2007 | F(9) | 3,585 | D | $24.66(9) | 52,106 | D | |||
| Common Stock | 02/28/2007 | M(10) | 5,000 | A | $17.68(10) | 57,106 | D | |||
| Common Stock | 02/28/2007 | F(11) | 3,577 | D | $24.66(11) | 53,529 | D | |||
| Common Stock | 02/28/2007 | M(12) | 4,000 | A | $24.66(12) | 57,529 | D | |||
| Common Stock | 02/28/2007 | F(13) | 1,983 | D | $24.66(13) | 55,546 | D | |||
| Common Stock | 02/28/2007 | M(14) | 3,900 | A | $12.54(14) | 59,446 | D | |||
| Common Stock | 02/28/2007 | F(15) | 717 | D | $24.66(15) | 58,729 | D | |||
| Common Stock | 02/28/2007 | M(16) | 1,000 | A | $17.68(16) | 59,620 | D | |||
| Common Stock | 02/28/2007 | F(17) | 5,723 | D | $24.66(17) | 53,897 | D | |||
| Common Stock | 02/28/2007 | M(18) | 6,400 | A | $22.05(18) | 60,045 | D | |||
| Common Stock | 02/28/2007 | F(19) | 2,012 | D | $24.66(19) | 58,033 | D | |||
| Common Stock | 02/28/2007 | M(20) | 6,250 | A | $7.94(20) | 62,918 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2002 Plan Option(21) | $6.81 | 02/28/2007 | M | 11,250 | (22) | 12/02/2013 | Common Stock | 11,250 | $0.00 | 11,250 | D | ||||
| 2002 Plan Option(23) | $24.66 | 02/28/2007 | A | 5,781 | 02/28/2008 | 12/02/2013 | Common Stock | 5,781 | $0.00 | 5,781 | D | ||||
| 2002 Plan Option(24) | $12.54 | 02/28/2007 | M | 22,100 | (22) | 12/09/2014 | Common Stock | 22,100 | $0.00 | 22,100 | D | ||||
| 2002 Plan Option(23) | $24.66 | 02/28/2007 | A | 14,737 | 02/28/2008 | 12/09/2014 | Common Stock | 14,737 | $0.00 | 14,737 | D | ||||
| 2005 Plan Option(25) | $17.15 | 02/28/2007 | M | 11,000 | (22) | 12/06/2015 | Common Stock | 11,000 | $0.00 | 33,000 | D | ||||
| 2005 Plan Option(23) | $24.66 | 02/28/2007 | A | 8,730 | 02/28/2008 | 12/06/2015 | Common Stock | 8,730 | $0.00 | 8,730 | D | ||||
| 2002 Plan Option(26) | $17.68 | 02/28/2007 | M | 5,000 | (22) | 12/04/2010 | Common Stock | 5,000 | $0.00 | 0 | D | ||||
| 2002 Plan Option(23) | $24.66 | 02/28/2007 | A | 3,585 | 02/28/2008 | 12/04/2010 | Common Stock | 3,585 | $0.00 | 3,585 | D | ||||
| 2002 Plan Option(27) | $22.05 | 02/28/2007 | M | 4,000 | (22) | 12/03/2011 | Common Stock | 4,000 | $0.00 | 0 | D | ||||
| 2002 Plan Option(23) | $24.66 | 02/28/2007 | A | 3,577 | 02/28/2008 | 12/03/2011 | Common Stock | 3,577 | $0.00 | 3,577 | D | ||||
| 2002 Plan Option(28) | $12.54 | 02/28/2007 | M | 3,900 | (22) | 12/09/2014 | Common Stock | 3,900 | $0.00 | 3,900 | D | ||||
| 2002 Plan Option(23) | $24.66 | 02/28/2007 | A | 1,983 | 02/28/2008 | 12/09/2014 | Common Stock | 1,983 | $0.00 | 1,983 | D | ||||
| 2002 Plan Option(29) | $17.68 | 02/28/2007 | M | 1,000 | (22) | 12/04/2010 | Common Stock | 1,000 | $0.00 | 0 | D | ||||
| 2002 Plan Option(23) | $24.66 | 02/28/2007 | A | 826 | 02/28/2008 | 12/04/2010 | Common Stock | 826 | $0.00 | 826 | D | ||||
| 2002 Plan Option(30) | $22.05 | 02/28/2007 | M | 6,400 | (22) | 12/03/2011 | Common Stock | 6,400 | $0.00 | 0 | D | ||||
| 2002 Plan Option(23) | $24.66 | 02/28/2007 | A | 5,975 | 02/28/2008 | 12/03/2011 | Common Stock | 5,975 | $0.00 | 5,975 | D | ||||
| 2002 Plan Option(31) | $7.94 | 02/28/2007 | M | 6,250 | (22) | 12/03/2012 | Common Stock | 6,250 | $0.00 | 0 | D | ||||
| 2002 Plan Option(23) | $24.66 | 02/28/2007 | A | 3,377 | 02/28/2008 | 12/03/2012 | Common Stock | 3,377 | $0.00 | 3,377 | D | ||||
| Explanation of Responses: |
| 1. 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, a 401(k) Plan (the "Savings Plan"), as of the date of this statement as reported by the Plan Trustee. |
| 2. The shares are held by a nominee of The Northern Trust Company, the Savings Plan Trustee. |
| 3. 3,107 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $6.81 per share for 11,250 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 4. 11,250 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 3,107 shares valued in accordance with the 2002 Plan. In addition, 2,674 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 5. 11,240 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $12.54 per share for 22,100 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 6. 22,100 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 11,240 shares valued in accordance with the 2002 Plan. In addition, 3,497 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 7. 7,651 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $17.15 per share for 11,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 8. 11,000 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 7,651 shares valued in accordance with the 2002 Plan. In addition, 1,079 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 9. 3,585 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $17.68 per share for 5,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 10. Exercise of Incentive Stock Option granted on 12/4/2000 under the 2002 Plan. |
| 11. 3,577 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $22.05 per share for 4,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 12. Exercise of Incentive Stock Option granted on 12/3/2001 under the 2002 Plan. |
| 13. 1,983 previously owned shares having a market value of $22.66 per share were delivered in payment of the option price of $12.54 per share for 3,900 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 14. Exercise of Incentive Stock Option granted on 12/9/2004 under the 2002 Plan. |
| 15. 717 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $17.68 per share for 1,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 16. 1,000 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 717 shares valued in accordance with the 2002 Plan. In addition, 109 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 17. 5,723 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $22.05 per share for 6,400 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 18. 6,400 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 5,723 shares valued in accordance with the 2002 Plan. In addition, 252 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 19. 2,012 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $7.94 per share for 6,250 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 20. 6,250 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 2,012 shares valued in accordance with the 2002 Plan. In addition, 1,365 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. As a result of the transactions reported herein, the reporting person's ownership of stock increased by 22,329 shares. |
| 21. Exercise of Non-Qualified Stock Option granted on 12/02/2003 under the 2002 Plan. |
| 22. The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant. |
| 23. Pursuant to the terms of the plan, a reload option was granted for the number of shares tendered in payment of the option exercise price and withheld to pay Federal withholding taxes. |
| 24. Exercise of Non-Qualified Stock Option granted on 12/09/2004 under the 2002 Plan. |
| 25. Exercise of Non-Qualified Stock Option granted on 12/06/2005 under the 2005 Plan. |
| 26. Exercise of Incentive Stock Option granted on 12/04/2000 under the 2002 Plan. |
| 27. Exercise of Incentive Stock Option granted on 12/03/2001 under the 2002 Plan. |
| 28. Exercise of Incentive Stock Option granted on 12/09/2004 under the 2002 Plan. |
| 29. Exercise of Non-Qualified Stock Option granted on 12/04/2000 under the 2002 Plan. |
| 30. Exercise of Non-Qualified Stock Option granted on 12/03/2001 under the 2002 Plan. |
| 31. Exercise of Non-Qualified Stock Option granted on 12/03/2002 under the 2002 Plan. |
| Remarks: |
| /s/ Anthony E. Miller, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Jonathan D Rich pursuant to a Power of Attorney dated 10/3/02, a copy of which has been previously filed with the SEC. | 03/02/2007 | |
| ** 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. | ||
| 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. | ||