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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Phillips David Emmitt
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)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Sr VP and General Counsel
(Last)          (First)          (Middle)

200 INNOVATION WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

2/25/2020
(Street)

AKRON, OH 44316
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2017 Plan Option (1)$10.12 2/25/2020  A   150000     (2)2/25/2030 Common Stock 150000 $0.00 150000 D  
2017 Plan Performance Share Units (3) (3)2/25/2020  A   23715     (3) (3)Common Stock 23715 $0.00 23715 D  
2017 Plan Restricted Stock Units (4) (4)2/25/2020  A   35573     (4) (4)Common Stock 35573 $0.00 35573 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 50% on the third anniversary of the grant date and 100% on the fourth anniversary of the grant date.
(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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Phillips David Emmitt
200 INNOVATION WAY
AKRON, OH 44316


Sr VP and General Counsel

Signatures
/s/ Daniel T. Young, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of David E Phillips pursuant to a Power of Attorney dated October 7th, 2019, a copy of which has been previously filed with the SEC.2/27/2020
**Signature of Reporting PersonDate

Goodyear Tire and Rubber (NASDAQ:GT)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Goodyear Tire and Rubber Charts.
Goodyear Tire and Rubber (NASDAQ:GT)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Goodyear Tire and Rubber Charts.