SEC Filing | The Goodyear Tire & Rubber Company

View:

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^*

Geissler Werner

(Last)

(First)

(Middle)

200 INNOVATION WAY

(Street)

AKRON

44316

(City)

(State)

(Zip)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2020

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)

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)
Restricted Stock Units⁽¹⁾	⁽²⁾	01/02/2020		A		2,357		⁽²⁾	⁽²⁾	Common Stock	2,357	$15.38	61,890⁽³⁾	D

Explanation of Responses:

1. Restricted Stock Units ("RSU"), each equivalent to a share of the Common Stock of the Company and payable only in Common Stock, awarded pursuant to the Company's Outside Directors' Equity Participation Plan, as amended (the "Plan"), and accrued to the Equity Participation Account of the reporting person in accordance with the Plan.

2. Each RSU was valued at the fair market value (the closing market price) on the Transaction Date. Each RSU will be converted to a share of Common Stock on the fifth business day of the calendar quarter following the quarter of the Director's separation from Board service.

3. Total RSUs accrued to the Equity Participation Account of the reporting person as of the date of this statement.

Remarks:

	/s/ Daniel T Young, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Werner Geissler pursuant to a Power of Attorney dated 10/7/19, a copy of which is filed herewith.	01/06/2020
	** 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.

                             POWER OF ATTORNEY



	KNOW BY ALL THESE PRESENTS, that the undersigned, Werner Geissler, hereby
constitutes and appoints David E Phillips, Daniel T Young and Jennifer L
Strazzella, and each of them, his true and lawful attorneys-in-fact to:  (1)
execute for and on behalf of the undersigned Securities and Exchange Commission
Forms 3, 4 and 5 for filing from time to time with the Securities and Exchange
Commission pursuant to and in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), and the rules and regulations
promulgated from time to time thereunder; (2) do and perform any and all acts
for and on behalf of the undersigned which may be necessary or desirable to
complete the timely filing of any and all Forms 3, 4 and 5 which are required to
be filed, or which would be appropriately filed, by the undersigned with the
United States Securities and Exchange Commission, The Nasdaq Stock Market LLC
and any other authority in order to comply with Section 16 of the Act; and (3)
take any other action of any nature whatsoever in connection with the foregoing
which, in the opinion of such attorneys-in-fact and agents, or any of them, may
be of benefit to, in the best interest of, or legally required by, the
undersigned; it being understood that each document executed by any such
attorney-in-fact and agent on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact and agent may, in the exercise of his or her sole
discretion, approve.

	The undersigned hereby grants to each such attorney-in-fact and agent full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done, in the exercise of any of the rights
and powers herein granted; and the undersigned hereby ratifies and confirms all
that such attorneys-in-fact and agents, or any of them, shall lawfully do or
cause to be done by virtue hereof.  The undersigned acknowledges that the
foregoing attorneys-in-fact and agents, in serving in such capacity at the
request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with, or any other liability under, Section 16 of the
Act.

	The Power of Attorney, dated and executed by the undersigned on October 4,
2016, is hereby revoked.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed on this 7th day of October, 2019.


							/s/ Werner Geissler
   Werner Geissler