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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 | ||||||||
| 2005 PRPA-CSE (4) | (5) | 03/31/2006 | A | 8,554 | (5) | (5) | Common Stock | 8,554 | (5) | 8,554 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GEIER KATHLEEN T THE GOODYEAR TIRE & RUBBER COMPANY 1144 EAST MARKET STREET AKRON, OH 44316-0001 |
Senior Vice President | |||
| /s/ Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Kathleen T Geier pursuant to a Power of Attorney dated 10/3/02, a copy of which has been previously filed with the SEC. | 04/04/2006 | |
| **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) | Total shares directly beneficially owned, excluding indirectly held shares under the Savings Plan (as previously reported). |
| (2) | 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. |
| (3) | The shares are held by a nominee of The Northern Trust Company, the Savings Plan Trustee. |
| (4) | Performance Units awarded on 3/31/06 under the Company's Performance Recognition Plan (the "PRP") and the Company's 2005 Performance Plan (the "2005 Plan"), the payment of which has been deferred. |
| (5) | The reporting person elected to defer a portion of the 2005 PRP award as deferred stock units under the 2005 Plan, each unit equivalent in value to the fair market value of one (1) share of common stock ($14.73 on 2/21/06). Each Unit was accrued to a deferral account of the reporting person and valued at $14.73 on 2/21/06. The units will be paid in shares of common stock after 12/31/09. Each unit accrues dividend equivalents (on each dividend payment date in an amount equal to the per share cash dividend paid) until paid. |