SEC Filing | The Goodyear Tire & Rubber Company

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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

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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^*

Phillips David Emmitt

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2020

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)
Common Stock	02/25/2020		M		1,806	A	$0.00	1,862	D
Common Stock	02/25/2020		F⁽¹⁾		549	D	$10.12	1,313	D

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)
2017 Plan Restricted Stock Units⁽²⁾	⁽²⁾	02/25/2020		M			1,806	⁽²⁾	⁽²⁾	Common Stock	1,806	$0.00	3,614	D

Explanation of Responses:

1. Shares of common stock withheld by the issuer for the payment of withholding taxes.

2. This Form 4 reports the vesting and conversion of one-third of the Restricted Stock Units ("RSUs") granted in February 2019.

Remarks:

	/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 is filed herewith.	02/26/2020
	** 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, David E Phillips, hereby
constitutes and appoints 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 May 17, 2019,
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/ David E Phillips
                                ____________________
                                  David E Phillips