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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 | ||||||||
| 2002 Plan Option (7) | $ 7.94 | 03/22/2005 | M | 35,000 | (8) | 12/03/2012 | Common Stock | 35,000 | $ 0 | 105,000 | D | ||||
| 2002 Plan Option (9) | $ 13.62 | 03/22/2005 | A | 25,103 | 03/22/2005 | 12/03/2012 | Common Stock | 25,103 | $ 0 | 25,103 | D | ||||
| 2002 Plan Option (10) | $ 6.81 | 03/22/2005 | M | 50,000 | (8) | 12/02/2013 | Common Stock | 50,000 | $ 0 | 150,000 | D | ||||
| 2002 Plan Option (9) | $ 13.62 | 03/22/2005 | A | 33,134 | 03/22/2005 | 12/02/2013 | Common Stock | 33,134 | $ 0 | 33,134 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KEEGAN ROBERT J THE GOODYEAR TIRE & RUBBER COMPANY 1144 EAST MARKET STREET AKRON, OH 44316-0001 |
X | Chairman of the Bd, CEO & Pres | ||
| /s/ Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Robert J Keegan pursuant to a Power of Attorney dated 10/03/2002, a copy of which has been previously filed with the SEC. | 03/24/2005 | |
| **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) | 20,403 previously owned shares having a market value of $13.62 per share were delivered in payment of the option price of $7.94 per share for 35,000 shares acquired pursuant to the exercise of an option granted under the 2002 Performance Plan (the "2002 Plan"). |
| (2) | 35,000 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 20,403 shares valued in accordance with the 2002 Plan. In addition, 4,700 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. |
| (3) | 24,999 previously owned shares having a market value of $13.62 per share were delivered in payment of the option price of $6.81 per share for 50,000 shares acquired pursuant to the exercise of an option granted under the 2002 Performance Plan (the "2002 Plan"). |
| (4) | 50,000 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 24,999 shares valued in accordance with the 2002 Plan. In addition, 8,135 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. As a result of the transactions reported on this form, the reporting person's direct ownership of common stock increased by 26,763 shares. |
| (5) | Total number of shares of common stock allocated to the account of the reporting person in a Trust established under Goodyear's Employee Savings Plan for Salaried Employees, a 401(k) Plan (the "Savings Plan"), as of the date of this statement as reported by the Plan Trustee. |
| (6) | The shares are held by a nominee of The Northern Trust Company, the Savings Plan Trustee. |
| (7) | Exercise of Non-Qualified Stock Option granted on 12/03/2002 under the 2002 Performance Plan (the "2002 Plan"). |
| (8) | The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant. |
| (9) | Pursuant to the terms of the plan, a reload option was granted for the number of shares tendered in payment of the option exercise price and withheld to pay Federal withholding taxes. |
| (10) | Exercise of Non-Qualified Stock Option granted on 12/02/2003 under the 2002 Performance Plan (the "2002 Plan"). |