Sec Form 4 Filing - RICH JONATHAN D @ GOODYEAR TIRE & RUBBER CO /OH/ - 2007-02-28

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
RICH JONATHAN D
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)
President, North American Tire
(Last) (First) (Middle)
THE GOODYEAR TIRE & RUBBER COMPANY, 1144 EAST MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2007
(Street)
AKRON, OH44316-0001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 4,004 ( 1 ) I 401(k) Plan ( 2 )
Common Stock 02/28/2007 F( 3 ) 3,107 D $ 24.66 ( 3 ) 37,482 D
Common Stock 02/28/2007 M( 4 ) 11,250 A $ 6.81 ( 4 ) 46,058 D
Common Stock 02/28/2007 F( 5 ) 11,240 D $ 24.66 ( 5 ) 34,818 D
Common Stock 02/28/2007 M( 6 ) 22,100 A $ 12.54 ( 6 ) 53,421 D
Common Stock 02/28/2007 F( 7 ) 7,651 D $ 24.66 ( 7 ) 45,770 D
Common Stock 02/28/2007 M( 8 ) 11,000 A $ 17.15 ( 8 ) 55,691 D
Common Stock 02/28/2007 F( 9 ) 3,585 D $ 24.66 ( 9 ) 52,106 D
Common Stock 02/28/2007 M( 10 ) 5,000 A $ 17.68 ( 10 ) 57,106 D
Common Stock 02/28/2007 F( 11 ) 3,577 D $ 24.66 ( 11 ) 53,529 D
Common Stock 02/28/2007 M( 12 ) 4,000 A $ 24.66 ( 12 ) 57,529 D
Common Stock 02/28/2007 F( 13 ) 1,983 D $ 24.66 ( 13 ) 55,546 D
Common Stock 02/28/2007 M( 14 ) 3,900 A $ 12.54 ( 14 ) 59,446 D
Common Stock 02/28/2007 F( 15 ) 717 D $ 24.66 ( 15 ) 58,729 D
Common Stock 02/28/2007 M( 16 ) 1,000 A $ 17.68 ( 16 ) 59,620 D
Common Stock 02/28/2007 F( 17 ) 5,723 D $ 24.66 ( 17 ) 53,897 D
Common Stock 02/28/2007 M( 18 ) 6,400 A $ 22.05 ( 18 ) 60,045 D
Common Stock 02/28/2007 F( 19 ) 2,012 D $ 24.66 ( 19 ) 58,033 D
Common Stock 02/28/2007 M( 20 ) 6,250 A $ 7.94 ( 20 ) 62,918 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2002 Plan Option ( 21 ) $ 6.81 02/28/2007 M 11,250 ( 22 ) 12/02/2013 Common Stock 11,250 $ 0 11,250 D
2002 Plan Option ( 23 ) $ 24.66 02/28/2007 A 5,781 02/28/2008 12/02/2013 Common Stock 5,781 $ 0 5,781 D
2002 Plan Option ( 24 ) $ 12.54 02/28/2007 M 22,100 ( 22 ) 12/09/2014 Common Stock 22,100 $ 0 22,100 D
2002 Plan Option ( 23 ) $ 24.66 02/28/2007 A 14,737 02/28/2008 12/09/2014 Common Stock 14,737 $ 0 14,737 D
2005 Plan Option ( 25 ) $ 17.15 02/28/2007 M 11,000 ( 22 ) 12/06/2015 Common Stock 11,000 $ 0 33,000 D
2005 Plan Option ( 23 ) $ 24.66 02/28/2007 A 8,730 02/28/2008 12/06/2015 Common Stock 8,730 $ 0 8,730 D
2002 Plan Option ( 26 ) $ 17.68 02/28/2007 M 5,000 ( 22 ) 12/04/2010 Common Stock 5,000 $ 0 0 D
2002 Plan Option ( 23 ) $ 24.66 02/28/2007 A 3,585 02/28/2008 12/04/2010 Common Stock 3,585 $ 0 3,585 D
2002 Plan Option ( 27 ) $ 22.05 02/28/2007 M 4,000 ( 22 ) 12/03/2011 Common Stock 4,000 $ 0 0 D
2002 Plan Option ( 23 ) $ 24.66 02/28/2007 A 3,577 02/28/2008 12/03/2011 Common Stock 3,577 $ 0 3,577 D
2002 Plan Option ( 28 ) $ 12.54 02/28/2007 M 3,900 ( 22 ) 12/09/2014 Common Stock 3,900 $ 0 3,900 D
2002 Plan Option ( 23 ) $ 24.66 02/28/2007 A 1,983 02/28/2008 12/09/2014 Common Stock 1,983 $ 0 1,983 D
2002 Plan Option ( 29 ) $ 17.68 02/28/2007 M 1,000 ( 22 ) 12/04/2010 Common Stock 1,000 $ 0 0 D
2002 Plan Option ( 23 ) $ 24.66 02/28/2007 A 826 02/28/2008 12/04/2010 Common Stock 826 $ 0 826 D
2002 Plan Option ( 30 ) $ 22.05 02/28/2007 M 6,400 ( 22 ) 12/03/2011 Common Stock 6,400 $ 0 0 D
2002 Plan Option ( 23 ) $ 24.66 02/28/2007 A 5,975 02/28/2008 12/03/2011 Common Stock 5,975 $ 0 5,975 D
2002 Plan Option ( 31 ) $ 7.94 02/28/2007 M 6,250 ( 22 ) 12/03/2012 Common Stock 6,250 $ 0 0 D
2002 Plan Option ( 23 ) $ 24.66 02/28/2007 A 3,377 02/28/2008 12/03/2012 Common Stock 3,377 $ 0 3,377 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RICH JONATHAN D
THE GOODYEAR TIRE & RUBBER COMPANY
1144 EAST MARKET STREET
AKRON, OH44316-0001
President, North American Tire
Signatures
/s/ Anthony E. Miller, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Jonathan D Rich pursuant to a Power of Attorney dated 10/3/02, a copy of which has been previously filed with the SEC. 03/02/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )The shares are held by a nominee of The Northern Trust Company, the Savings Plan Trustee.
( 3 )3,107 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $6.81 per share for 11,250 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 4 )11,250 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 3,107 shares valued in accordance with the 2002 Plan. In addition, 2,674 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant.
( 5 )11,240 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $12.54 per share for 22,100 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 6 )22,100 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 11,240 shares valued in accordance with the 2002 Plan. In addition, 3,497 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant.
( 7 )7,651 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $17.15 per share for 11,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 8 )11,000 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 7,651 shares valued in accordance with the 2002 Plan. In addition, 1,079 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant.
( 9 )3,585 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $17.68 per share for 5,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 10 )Exercise of Incentive Stock Option granted on 12/4/2000 under the 2002 Plan.
( 11 )3,577 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $22.05 per share for 4,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 12 )Exercise of Incentive Stock Option granted on 12/3/2001 under the 2002 Plan.
( 13 )1,983 previously owned shares having a market value of $22.66 per share were delivered in payment of the option price of $12.54 per share for 3,900 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 14 )Exercise of Incentive Stock Option granted on 12/9/2004 under the 2002 Plan.
( 15 )717 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $17.68 per share for 1,000 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 16 )1,000 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 717 shares valued in accordance with the 2002 Plan. In addition, 109 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant.
( 17 )5,723 previously owned shares having a market value of $24.66 per share were delivered in payment of the option price of $22.05 per share for 6,400 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 18 )6,400 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 5,723 shares valued in accordance with the 2002 Plan. In addition, 252 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant.
( 19 )2,012 previously owned shares having a market value of $24.66 per share were delivered in payment of the optio n price of $7.94 per share for 6,250 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.
( 20 )6,250 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 2,012 shares valued in accordance with the 2002 Plan. In addition, 1,365 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. As a result of the transactions reported herein, the reporting person's ownership of stock increased by 22,329 shares.
( 21 )Exercise of Non-Qualified Stock Option granted on 12/02/2003 under the 2002 Plan.
( 22 )The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant.
( 23 )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.
( 24 )Exercise of Non-Qualified Stock Option granted on 12/09/2004 under the 2002 Plan.
( 25 )Exercise of Non-Qualified Stock Option granted on 12/06/2005 under the 2005 Plan.
( 26 )Exercise of Incentive Stock Option granted on 12/04/2000 under the 2002 Plan.
( 27 )Exercise of Incentive Stock Option granted on 12/03/2001 under the 2002 Plan.
( 28 )Exercise of Incentive Stock Option granted on 12/09/2004 under the 2002 Plan.
( 29 )Exercise of Non-Qualified Stock Option granted on 12/04/2000 under the 2002 Plan.
( 30 )Exercise of Non-Qualified Stock Option granted on 12/03/2001 under the 2002 Plan.
( 31 )Exercise of Non-Qualified Stock Option granted on 12/03/2002 under the 2002 Plan.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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