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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SISLER ANDREW M (Last) (First) (Middle) BANDAG, INCORPORATED 2905 NORTH HIGHWAY 61 (Street) MUSCATINE IA 52761-5886 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BANDAG INC [ BDG, BDGA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, N. Amer. Franchise Sales
	3. Date of Earliest Transaction (Month/Day/Year) 08/20/2003
	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, $1.00 Par Value	08/20/2003	08/22/2003	P		36.1272	A	$34.6	582.5399(1)(2)	D
Class A Common Stock, $1.00 Par Value								483.1111(1)(2)	D

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
Stock Fund Unit	(3)							(3)	(3)	Common Stock	203.655(4)		203.655(4)	I	By Profit Sharing Plan
Stock Fund Unit	(3)							(3)	(3)	Class A Common Stock	236.338(4)		236.338(4)	I	By Profit Sharing Plan
Stock Option (Right to Buy)	$21.0938							(5)	03/07/2010	Class A Common Stock	10,400		10,400	D
Stock Option (Right to Buy)	$24.35							(6)	03/13/2011	Class A Common Stock	7,400		7,400	D
Stock Option (Right to Buy)	$32.53							(7)	03/12/2012	Class A Common Stock	8,600		8,600	D
Stock Option (Right to Buy)	$27.675							(8)	02/25/2013	Class A Common Stock	11,700		11,700	D

Explanation of Responses:

1. Column 5 of Table I includes 4.6986 shares of Common Stock and 4.5242 shares of Class A Common Stock acquired through automatic reinvestment of dividends under the Bandag, Incorporated Dividend Reinvestment and Optional Cash Purchase Plan ("DRP") since May 22, 2003.

2. Andrew M. Sisler participates in the Bandag, Incorporated Restricted Stock Grant Plan ("Plan"). Column 5 of Table I includes 385 shares of Common Stock and 385 shares of Class A Common Stock held by Mr. Sisler under the Plan. The shares are restricted for 7 years when granted and are held by a Trustee for the benefit of Mr. Sisler.

3. Represents stock fund units under the Bandag Salaried Profit Sharing, Retirement and Savings Plan ("Profit Sharing Plan"). Distributions will be made upon the earliest to occur of termination of employment, death or retirement, subject to limited exceptions.

4. The number of underlying securities is based on the number of stock fund units, the value of these units and the Company's Common and Class A Common Stock market values as of July 31, 2003. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of Company stock and other investments.

5. Options for 10,400 shares of Class A Common Stock with 20% vesting (2,080 shares) on each of March 7, 2001, 2002, 2003, 2004, 2005.

6. Options for 7,400 shares of Class A Common Stock with 20% vesting (1,480 shares) on each of March 13, 2002, 2003, 2004, 2005, 2006.

7. Options for 8,600 shares of Class A Common Stock with 25% vesting (2,150 shares) on each of March 12, 2003, 2004, 2005, 2006.

8. Options for 11,700 shares of Class A Common Stock with 25% vesting (2,925 shares) on each of February 25, 2004, 2005, 2006, 2007.

	Andrew M. Sisler	08/22/2003
	** Signature of Reporting Person	Date
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