| 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) 05/15/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/17/2006 |
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 | 05/15/2006 | F(1) | 968 | D | $14.35(1) | 3,740 | D | |||
| Common Stock | 05/15/2006 | M(2) | 1,750 | A | $7.94(2) | 5,238 | D | |||
| Common Stock | 05/15/2006 | F(3) | 830 | D | $14.35(3) | 4,408 | D | |||
| Common Stock | 05/15/2006 | M(4) | 1,750 | A | $6.81(4) | 5,861 | D | |||
| Common Stock | 05/15/2006 | F(5) | 1,529 | D | $14.35(5) | 4,332 | D | |||
| Common Stock | 05/15/2006 | M(6) | 1,750 | A | $12.54(6) | 6,082(7) | 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(8) | $7.94 | 05/15/2006 | M | 1,750 | (9) | 12/03/2012 | Common Stock | 1,750 | $0.00 | 1,750 | D | ||||
| 2002 Plan Option(10) | $14.35 | 05/15/2006 | A | 1,220 | 05/15/2007 | 12/03/2012 | Common Stock | 1,220 | $0.00 | 1,220 | D | ||||
| 2002 Plan Option(11) | $6.81 | 05/15/2006 | M | 1,750 | (9) | 12/02/2013 | Common Stock | 1,750 | $0.00 | 3,500 | D | ||||
| 2002 Plan Option(10) | $14.35 | 05/15/2006 | A | 1,227 | 05/15/2007 | 12/02/2013 | Common Stock | 1,227 | $0.00 | 1,227 | D | ||||
| 2002 Plan Option(12) | $12.54 | 05/15/2006 | M | 1,750 | (9) | 12/09/2014 | Common Stock | 1,750 | $0.00 | 5,250 | D | ||||
| 2002 Plan Option(10) | $14.35 | 05/15/2006 | A | 1,529 | 05/15/2007 | 12/09/2014 | Common Stock | 1,529 | $0.00 | 1,529 | D | ||||
| Explanation of Responses: |
| 1. 968 previously owned shares having a market value of $14.35 per share were delivered in payment of the option price of $7.94 per share for 1,750 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 2. 1,750 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 968 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. |
| 3. 830 previously owned shares having a market value of $14.35 per share were delivered in payment of the option price of $6.81 per share for 1,750 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 4. 1,750 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 830 shares valued in accordance with the 2002 Plan. In addition, 297 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| 5. 1,529 previously owned shares having a market value of $14.35 per share were delivered in payment of the option price of $12.54 per share for 1,750 shares acquired pursuant to the exercise of an option granted under the 2002 Plan. |
| 6. Exercise of Incentive Stock Option granted on 12/09/2004 under the 2002 Plan. As a result of the transactions reported herein, the reporting person increased his beneficial ownership by an aggregate of 1,374 shares. |
| 7. This amendment is being filed to revise the ending share balance as of May 15, 2006. |
| 8. Exercise of Non-Qualified Stock Option granted on 12/03/2002 under the 2002 Plan. |
| 9. The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant. |
| 10. 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. |
| 11. Exercise of Non-Qualified Stock Option granted on 12/02/2003 under the 2002 Plan. |
| 12. Exercise of Incentive Stock Option granted on 12/9/2004 under the 2002 Plan. |
| Remarks: |
| /s/ Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Donald D Harper pursuant to a Power of Attorney dated 10/3/2002, a copy of which has been previously filed with the SEC. | 06/01/2006 | |
| ** 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. | ||