SEC FORM 4

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^*

CARVER MARTIN G

(Last)

(First)

(Middle)

BANDAG, INCORPORATED

2905 NORTH HIGHWAY 61

(Street)

MUSCATINE

527615886

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.00 Par Value	01/16/2007		C		502,097	A	$0	530,060	D
Common Stock, $1.00 Par Value	01/16/2007		C		225	A	$0	43,254	I⁽¹⁾	By Spouse
Common Stock, $1.00 Par Value	01/16/2007		C		300	A	$0	9,825	I⁽¹⁾	By Spouse for Minor Children
Common Stock, $1.00 Par Value								6,991.5⁽²⁾	I	By Carver Management Company LLC
Common Stock, $1.00 Par Value								867,234⁽³⁾	I	By Carver Partners LP
Class A Common Stock, $1.00 Par Value								23,445⁽⁴⁾⁽⁵⁾	D
Class A Common Stock, $1.00 Par Value								8,944⁽²⁾	I	By Carver Management Company LLC
Class A Common Stock, $1.00 Par Value								1,109,390.7⁽³⁾	I	By Carver Partners LP
Class A Common Stock, $1.00 Par Value								496,743	I	By GRAT
Class A Common Stock, $1.00 Par Value								11,176	I⁽¹⁾	By Spouse
Class A Common Stock, $1.00 Par Value								1,200	I⁽¹⁾	By Spouse for Minor Children

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock $1.00 Par Value	⁽⁶⁾	01/16/2007		C			502,097	⁽⁶⁾	⁽⁶⁾	Common Stock	502,097	$0	0.000	D
Class B Common Stock $1.00 Par Value	⁽⁶⁾	01/16/2007		C			225	⁽⁶⁾	⁽⁶⁾	Common Stock	225	$0	0.000	I⁽¹⁾	By Spouse
Class B Common Stock $1.00 Par Value	⁽⁶⁾	01/16/2007		C			300	⁽⁶⁾	⁽⁶⁾	Common Stock	300	$0	0.000	I⁽¹⁾	By Spouse for Minor Children
Stock Fund Unit	$0.0000							⁽⁷⁾	⁽⁷⁾	Common Stock	389.96⁽⁸⁾		389.96⁽⁸⁾	I	By Profit Sharing Plan
Stock Fund Unit	$0.0000							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	440.953⁽⁸⁾		440.953⁽⁸⁾	I	By Profit Sharing Plan
Employee Stock Option (Right to Buy)	$33.875							⁽⁹⁾	02/08/2009	Class A Common Stock	24,100		24,100	D
Employee Stock Option (Right to Buy)	$21.0938							⁽¹⁰⁾	03/07/2010	Class A Common Stock	47,900		47,900	D
Employee Stock Option (Right to Buy)	$24.35							⁽¹¹⁾	03/13/2011	Class A Common Stock	50,400		50,400	D
Employee Stock Option (Right to Buy)	$32.53							⁽¹²⁾	03/12/2012	Class A Common Stock	41,100		41,100	D
Employee Stock Option (Right to Buy)	$27.675							⁽¹³⁾	02/25/2013	Class A Common Stock	58,400		58,400	D
Employee Stock Option (Right to Buy)	$44.41							⁽¹⁴⁾	02/24/2014	Class A Common Stock	22,300		22,300	D
Employee Stock Option (Right to Buy)	$40.96							⁽¹⁵⁾	02/18/2015	Class A Common Stock	19,220		19,220	D
Employee Stock Option (Right to Buy)	$35.85							⁽¹⁶⁾	02/21/2016	Class A Common Stock	14,800		14,800	D

Explanation of Responses:

1. Martin G. Carver disclaims beneficial ownership of 43,029 shares of the Common Stock, 225 shares of the Class B Common Stock and 11,176 shares of the Class A Common Stock held by his spouse; and 9,525 shares of the Common Stock, 300 shares of the Class B Common Stock and 1,200 shares of the Class A Common Stock held by his spouse for his minor children.

2. Pursuant to Rule 16a-1(a)(2), Carver Management Company LLC ("Carver LLC") disclaims beneficial ownership of all of the securities held by Carver Partners LP ("Carver LP") other than 13,983 shares of the Common Stock (in which Martin G. Carver has a 50% interest) and 17,888 shares of the Class A Common Stock (in which Martin G. Carver has a 50% interest).

3. Pursuant to Rule 16a-1(a)(2), Martin G. Carver disclaims beneficial ownership of all of the securities held by Carver LP other than those he holds indirectly through Carver LLC, which has a general partnership interest in Carver LP, and 867,234 shares of the Common Stock and 1,109,390.7 shares of the Class A Common Stock.

4. Martin G. Carver participates in the Bandag, Incorporated Stock Award Plan ("Stock Award Plan"). Column 5 of Table I includes 18,439 shares of the Class A Common Stock held by Mr. Carver under the Stock Award Plan. The shares are restricted for 3 years when granted and are held by a Trustee for the benefit of Mr. Carver.

5. Martin G. Carver participates in the Bandag, Incorporated 2004 Stock Grant and Awards Plan ("2004 Awards Plan"). Column 5 of table I includes 5,005 shares of Class A Common Stock held by Mr. Carver under the 2004 Awards Plan. The shares are restricted for 3 years when granted and are held by a Trustee for the benefit of Mr. Carver.

6. On January 16, 2007, each share of the Issuer's Class B Common Stock was automatically converted into one share of Common Stock, pursuant to the terms of the Issuer's Restated Articles of Incorporation, as amended. Prior to this conversion, Class B Common Stock was convertible on a one-for-one basis into the Common Stock at the discretion of the holder thereof.

7. 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.

8. 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 December 31, 2006. 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.

9. Options became fully vested as of February 8, 2004.

10. Options became fully vested as of March 7, 2005.

11. Options became fully vested as of March 13, 2006.

12. Options became fully vested as of March 12, 2006.

13. Options vest 25% on each of February 25, 2004, 2005, 2006 and 2007.

14. Options vest 25% on each of February 24, 2005, 2006, 2007 and 2008.

15. Options vest 25% on each of February 18, 2006, 2007, 2008 and 2009.

16. Options vest 25% on each of February 21, 2007, 2008, 2009 and 2010.

Remarks:

	/s/ Carver, Martin G.	01/17/2007
	** 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.