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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 Plan Performance Share Units | (3) | 02/25/2010 | M | 5,400 | (3) | (3) | Common Stock | 5,400 | $ 0 | 0 | D | ||||
| 2008 Plan Performance Share Units (4) | (4) | 02/23/2010 | A | 5,876 | (4) | (4) | Common Stock | 5,876 | $ 0 | 5,876 | D | ||||
| 2008 Plan Option (5) | $ 12.74 | 02/23/2010 | A | 22,632 | (6) | 02/23/2020 | Common Stock | 22,632 | $ 0 | 22,632 | D | ||||
| 2008 Plan Restricted Stock Units (7) | (8) | 02/23/2010 | A | 20,000 | (8) | (8) | Common Stock | 20,000 | $ 0 | 20,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McClellan Stephen R 1144 EAST MARKET STREET AKRON, OH 44316 |
Pres., NAT Consumer Business | |||
| /s/ Anthony E Miller, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Stephen R McClellan pursuant to a Power of Attorney dated 10/9/08, a copy of which has been previously filed with the SEC. | 02/25/2010 | |
| **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) | The average of the high and low sales price per share on December 31, 2009, the last day of the related performance period. |
| (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, 401(k) Plan, as of February 23, 2010 as reported by the Plan Trustee. |
| (3) | The number of Units paid, which could have been 0% to 200% of the base number of Units granted, depended 50% on cumulative net income and 50% on cumulative total cash flow, net of debt during the 3-year performance period ending December 31, 2009. This Form 4 reports the conversion of 5,400 Units, 100% of the base number of units granted, payable 50% in common stock, 50% in cash. |
| (4) | Performance Unit Grant of a maximum of 5,876 units (150% of the base number of Units granted) under the 2008 Performance Plan, contingently payable (to the extent earned) 100% in shares of Common Stock, in February, 2013. The grantee may elect to defer (in Common Stock equivalents) all or a portion of the grant earned. Amounts deferred will be paid in shares of Common Stock. The number of Units paid, which can be zero to 5,876 Units, depends 50% on the attainment of a net income target and 50% on the attainment of a cash flow target over a 1-year period ending December 31, 2010. |
| (5) | Non-Qualified Stock Option in respect of shares of common stock granted under the 2008 Performance Plan. |
| (6) | The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant. |
| (7) | Restricted Stock Units, each equivalent to a share of common stock, granted under the 2008 Performance Plan. |
| (8) | The Restricted Stock Units vest and convert into shares of common stock in 33% increments each year commencing three years after the date of grant. |