Statement of Changes in Beneficial Ownership (4)
February 27 2020 - 4:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
KRAMER RICHARD J |
2. Issuer Name and Ticker or Trading Symbol
GOODYEAR TIRE & RUBBER CO /OH/
[
GT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Bd, CEO & Pres |
(Last)
(First)
(Middle)
200 INNOVATION WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/25/2020 |
(Street)
AKRON, OH 44316-0001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
2017 Plan Option (1) | $10.12 | 2/25/2020 | | A | | 1000000 | | (2) | 2/25/2030 | Common Stock | 1000000 | $0.00 | 1000000 | D | |
2017 Plan Performance Share Units (3) | (3) | 2/25/2020 | | A | | 210474 | | (3) | (3) | Common Stock | 210474 | $0.00 | 210474 | D | |
2017 Plan Restricted Stock Units (4) | (4) | 2/25/2020 | | A | | 121047 | | (4) | (4) | Common Stock | 121047 | $0.00 | 121047 | D | |
Explanation of Responses: |
(1) | Non-Qualified Stock Option in respect of shares of common stock granted under the 2017 Performance Plan. |
(2) | The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant. |
(3) | Performance Share Unit grant under the 2017 Performance Plan, contingently payable (to the extent earned) 100% in shares of common stock in February 2023. The number of Units paid, which can range from 0% to 150% of the Units reported on this Form 4, depends on the attainment of certain performance targets over a 3-year period ending December 31, 2022, and is subject to further increase or decrease of up to 20% based on the Company's total shareholder return vs. the S&P 500 over the 3-year period ending December 31, 2022. |
(4) | Restricted Stock Unit ("RSU") grant under the 2017 Performance Plan. The RSUs will vest and convert into shares of common stock three years from the date of grant on February 25, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KRAMER RICHARD J 200 INNOVATION WAY AKRON, OH 44316-0001 | X |
| Chairman of the Bd, CEO & Pres |
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Signatures
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/s/ Daniel T Young, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Richard J Kramer pursuant to a Power of Attorney dated 10/7/19, a copy of which has been previously filed with the SEC. | | 2/27/2020 |
**Signature of Reporting Person | Date |
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