| 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) 12/17/2007 | ||||||||||||||||||||||||||
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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 | 12/17/2007 | F(1) | 2,421 | D | $26.66(1) | 12,850 | D | |||
| Common Stock | 12/17/2007 | M(2) | 4,250 | A | $6.81(2) | 17,100 | D | |||
| Common Stock | 12/17/2007 | F(3) | 917 | D | $26.66(3) | 16,183 | D | |||
| Common Stock | 12/17/2007 | M(4) | 1,950 | A | $12.54(4) | 18,133 | D | |||
| Common Stock | 12/17/2007 | F(5) | 1,725 | D | $26.66(5) | 16,408 | D | |||
| Common Stock | 12/17/2007 | M(6) | 3,000 | A | $7.05(6) | 19,408 | D | |||
| Common Stock | 12/17/2007 | F(7) | 1,438 | D | $26.66(7) | 17,970 | D | |||
| Common Stock | 12/17/2007 | M(8) | 2,500 | A | $7.05(8) | 20,470 | D | |||
| Common Stock | 12/17/2007 | F(9) | 5,047 | D | $26.66(9) | 15,423 | D | |||
| Common Stock | 12/17/2007 | M(10) | 7,275 | A | $12.54(10) | 22,698 | D | |||
| Common Stock | 12/17/2007 | F(11) | 4,366 | D | $26.66(11) | 18,332 | D | |||
| Common Stock | 12/17/2007 | M(12) | 5,500 | A | $17.15(12) | 23,832 | 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(13) | $6.81 | 12/17/2007 | M | 4,250 | (14) | 12/02/2013 | Common Stock | 4,250 | $0.00 | 0 | D | ||||
| 2002 Plan Option(15) | $26.66 | 12/17/2007 | A | 2,421 | 12/17/2008 | 12/02/2013 | Common Stock | 2,421 | $0.00 | 2,421 | D | ||||
| 2002 Plan Option(16) | $12.54 | 12/17/2007 | M | 1,950 | (14) | 12/09/2014 | Common Stock | 1,950 | $0.00 | 1,950 | D | ||||
| 2002 Plan Option(17) | $26.66 | 12/17/2007 | A | 917 | 12/17/2008 | 12/09/2014 | Common Stock | 917 | $0.00 | 917 | D | ||||
| 2002 Plan Option(18) | $7.05 | 12/17/2007 | M | 3,000 | (14) | 10/07/2013 | Common Stock | 3,000 | $0.00 | 0 | D | ||||
| 2002 Plan Option(15) | $26.66 | 12/17/2007 | A | 1,725 | 12/17/2008 | 10/07/2013 | Common Stock | 1,725 | $0.00 | 1,725 | D | ||||
| 2002 Plan Option(19) | $7.05 | 12/17/2007 | M | 2,500 | (14) | 10/07/2013 | Common Stock | 2,500 | $0.00 | 0 | D | ||||
| 2002 Plan Option(15) | $26.66 | 12/17/2007 | A | 1,438 | 12/17/2008 | 10/07/2013 | Common Stock | 1,438 | $0.00 | 1,438 | D | ||||
| 2002 Plan Option(20) | $12.54 | 12/17/2007 | M | 7,275 | (14) | 12/09/2014 | Common Stock | 7,275 | $0.00 | 2,425 | D | ||||
| 2002 Plan Option(15) | $26.66 | 12/17/2007 | A | 5,047 | 12/17/2008 | 12/09/2014 | Common Stock | 5,047 | $0.00 | 5,047 | D | ||||
| 2005 Plan Option(21) | $17.15 | 12/17/2007 | M | 5,500 | (14) | 12/06/2015 | Common Stock | 5,500 | $0.00 | 9,500 | D | ||||
| 2005 Plan Option(15) | $26.66 | 12/17/2007 | A | 4,366 | 12/17/2008 | 12/06/2015 | Common Stock | 4,366 | $0.00 | 4,366 | D | ||||
| Explanation of Responses: |
| 1. 1,085 previously owned shares having a market value of $26.66 per share were delivered in payment of the option price of $6.81 per share for 4,250 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. In addition, 1,336 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 2. 4,250 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 3. 917 previously owned shares having a market value of $26.66 per share were delivered in payment of the option price of $12.54 per share for 1,950 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 4. 1,950 shares were acquired pursuant to the exercise of an Incentive Stock Option granted under the 2002 Plan. |
| 5. 793 previously owned shares having a market value of $26.66 per share were delivered in payment of the option price of $7.05 per share for 3,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. In addition, 932 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 6. 3,000 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 7. 661 previously owned shares having a market value of $26.66 per share were delivered in payment of the option price of $7.05 per share for 2,500 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. In addition, 777 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 8. 2,500 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 9. 3,421 previously owned shares having a market value of $26.66 per share were delivered in payment of the option price of $12.54 per share for 7,275 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. In addition, 1,626 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 10. 7,275 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 11. 3,538 previously owned shares having a market value of $26.66 per share were delivered in payment of the option price of $17.15 per share for 5,500 shares acquired pursuant to the exercise of an option granted under the 2005 Plan. In addition, 828 shares were withheld to pay Federal withholding taxes as permitted by the 2005 Plan and option grant. |
| 12. 5,500 shares were acquired pursuant to the exercise of an option granted under the 2005 Plan. As a result of the transactions reported herein, the reporting person's ownership of stock increased by 8,561 shares. |
| 13. Exercise of Non-Qualified Stock Option granted on 12/2/2003 under the 2002 Plan. |
| 14. The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant. |
| 15. 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. |
| 16. Exercise of Incentive Stock Option granted on 12/9/2004 under the 2002 Plan. |
| 17. 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. |
| 18. Exercise of Non-Qualified Stock Option granted on 10/7/2003 under the 2002 Plan. |
| 19. Exercise of Non-Qualified Stock Option granted on 10/7/2003 under the 2002 Plan. |
| 20. Exercise of Non-Qualified Stock Option granted on 12/9/2004 under the 2002 Plan. |
| 21. Exercise of Non-Qualified Stock Option granted on 12/6/2005 under the 2005 Plan. |
| Remarks: |
| /s/ Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Thomas A Connell pursuant to a Power of Attorney dated 10/7/03, a copy of which has been previously filed with the SEC. | 12/19/2007 | |
| ** 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. | ||