Sec Form 3 Filing - Phillips David Emmitt @ GOODYEAR TIRE & RUBBER CO /OH/ - 2019-06-04

FORM 3 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 Phillips David Emmitt 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 (Last) (First) (Middle) 200 INNOVATION WAY 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2019 (Street) AKRON, OH44316 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

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 2013 Plan Restricted Stock Units ( 1 ) ( 2 ) ( 2 ) ( 2 ) Common Stock 79 D 2013 Plan Restricted Stock Units ( 1 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 288 D 2017 Plan Restricted Stock Units ( 4 ) ( 5 ) ( 5 ) ( 5 ) Common Stock 1,635 D 2017 Plan Restricted Stock Units ( 4 ) ( 6 ) ( 6 ) ( 6 ) Common Stock 5,229 D 2017 Plan Restricted Stock Units ( 4 ) ( 7 ) ( 7 ) ( 7 ) Common Stock 10,693 D 2017 Plan Performance Shares ( 8 ) ( 8 ) ( 8 ) ( 8 ) Common Stock 10,570 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phillips David Emmitt 200 INNOVATION WAY AKRON, OH44316 Sr VP and General Counsel Signatures /s/ Daniel T Young, signing as an attorney-in-fact and agent duly authorized to execute this Form 3 on behalf of David E Phillips pursuant to a Power of Attorney dated 5/17/19, a copy of which is filed herewith. 06/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units, each equivalent to a share of common stock, granted under the 2013 Performance Plan. ( 2 )The Restricted Stock Units vest and convert into shares of common stock on August 2, 2019. ( 3 )The Restricted Stock Units vest and convert into shares of common stock on February 27, 2020. ( 4 )Restricted Stock Units, each equivalent to a share of common stock, granted under the 2017 Performance Plan. ( 5 )The Restricted Stock Units vest and convert into shares of common stock on February 26, 2021. ( 6 )The Restricted Stock Units vest and convert into shares of common stock in 1/3 increments over three years commencing on February 25, 2020. ( 7 )The Restricted Stock Units vest and convert into shares of common stock on April 22, 2022. ( 8 )Performance Share Unit grant under the 2017 Performance Plan, contingently payable (to the extent earned) 100% in shares of common stock in February 2022. The number of Units paid, which can range from 0% to 200% of the Units reported on this Form 3, depends on the attainment of certain performance targets over a 3-year period ending December 31, 2021, and is subject to further increase or decrease of up to 20% based on the Company's total shareholder return vs. the S&P 500 over the 3-year period ending December 31, 2021.

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).

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