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^*

Pollino Jennifer

(Last)

(First)

(Middle)

C/O GOODRICH CORPORATION

2730 WEST TYVOLA ROAD

(Street)

CHARLOTTE

28217

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GOODRICH CORP [ GR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2012

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	06/28/2012		G	V	7,900	D	$0	23,811.43⁽²⁾	D
Common Stock⁽¹⁾	07/26/2012		D		14,625⁽³⁾	D	$127.5	9,186.43	D
Common Stock⁽¹⁾	07/26/2012		D		9,186.43	D	$127.5	0	D
Common Stock⁽¹⁾	07/26/2012		D		7,785.9282	D	$127.5	0	I	By Employees' Savings 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)
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)
Employee Stock Option (Right to Buy)	$86.31	07/26/2012		D			2,000	⁽⁴⁾	06/07/2021	Common Stock	2,000	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$88.635	07/26/2012		D			13,000	⁽⁴⁾	01/03/2021	Common Stock	13,000	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$65.315	07/26/2012		D			13,000	⁽⁴⁾	01/04/2020	Common Stock	13,000	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$38.37	07/26/2012		D			17,000	⁽⁴⁾	01/02/2019	Common Stock	17,000	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$69.865	07/26/2012		D			17,000	⁽⁴⁾	01/02/2018	Common Stock	17,000	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$45.87	07/26/2012		D			9,400	⁽⁴⁾	01/03/2017	Common Stock	9,400	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$40.405	07/26/2012		D			13,600	⁽⁴⁾	01/03/2016	Common Stock	13,600	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$32.43	07/26/2012		D			10,000	⁽⁴⁾	01/02/2015	Common Stock	10,000	⁽⁵⁾	0	D

Explanation of Responses:

1. Each share of common stock or phantom stock was disposed of in exchange for a cash payment of $127.50 per share pursuant to the Agreement and Plan of Merger by and among United Technologies Corporation, Charlotte Lucas Corporation and Goodrich Corporation dated as of September 21, 2011.

2. Includes 160 shares acquired since the date of the last statement pursusant to the Employee Stock Purchase Plan.

3. Restricted Stock Units that vested on the effective date of the merger and were disposed of in exchange for a cash payment equal to $127.50 per share.

4. The stock option vests in equal annual installments on each of the first three anniversaries of the grant date.

5. This option was canceled in the merger in exchange for a cash payment equal to the difference between $127.50 and the exercise price per share set forth in Column 2.

Remarks:

	Joan M. Taffi, By Power of Attorney	07/30/2012
	** 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.