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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2008 Plan Performance Units (2) | (2) | 08/05/2008 | A | 17,172 | (2) | (2) | Common Stock | 8,586 (3) | $ 0 | 17,172 | D | ||||
| 2008 Plan Option (4) | $ 21.08 | 08/05/2008 | A | 30,133 | (5) | 08/05/2018 | Common Stock | 30,133 | $ 0 | 30,133 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ruocco Joseph B 1144 EAST MARKET STREET AKRON, OH 44316 |
Sr Vice Pres, Human Resources | |||
| /s/ Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Joseph B Ruocco pursuant to a Power of Attorney dated 08/01/08, a copy of which has been previously filed with the SEC. | 08/07/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Restricted stock grant under the 2008 Performamce Plan of The Goodyear Tire & Rubber Company (the "2008 Plan"). The shares of common stock will vest 50% on February 5, 2009 and 100% on August 5, 2010. |
| (2) | Performance Unit Grant of a maximum of 17,172 Units (200% of the base number of Units) granted on August 5, 2008 under the 2008 Plan, contingently payable (to the extent earned) at the rate of 50% in shares of Common Stock, 50% in cash, in February, 2011. The grantee may elect to defer (in Common Stock equivalents) all or a portion of the Common Stock portion and/or the cash portion of the grant earned. The grantee may elect to receive payment of amounts deferred in shares of Common Stock, cash or a combination thereof. The number of Units paid, which can be zero to 17,172 Units, depends 50% on the attainment of a cumulative net income target and 50% on the attainment of a cumulative cash flow target over the 3-year period ending December 31, 2010. |
| (3) | A maximum of 8,586 shares of Common Stock may be awarded in respect of the Units granted, plus any Common Stock equivalents earned during the deferral period. |
| (4) | Non-Qualified Stock Option in respect of shares of Common Stock granted under the 2008 Plan. |
| (5) | The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant. |