Sec Form 4 Filing - Patterson Ryan G @ GOODYEAR TIRE & RUBBER CO /OH/ - 2021-02-26

Insider filing report for Changes in Beneficial Ownership
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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
Patterson Ryan G
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, Asia-Pacific Region
(Last) (First) (Middle)
200 INNOVATION WAY
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2021
(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
Common Stock 02/26/2021 M 10,891 A $ 0 25,433 D
Common Stock 02/26/2021 F( 1 ) 4,831 D $ 16.81 20,602 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
2017 Restricted Stock Units ( 2 ) ( 2 ) 02/26/2021 M 10,891 ( 2 ) ( 2 ) Common Stock 10,891 $ 0 0 D
2017 Plan Performance Share Units ( 3 ) ( 3 ) 02/26/2021 A 17,846 ( 3 ) ( 3 ) Common Stock 17,846 $ 0 17,846 D
2017 Plan Restricted Stock Units ( 4 ) ( 4 ) 02/26/2021 A 26,769 ( 4 ) ( 4 ) Common Stock 26,769 $ 0 26,769 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Patterson Ryan G
200 INNOVATION WAY
AKRON, OH44316
President, Asia-Pacific Region
Signatures
/s/ Daniel T Young, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Ryan G Patterson pursuant to a Power of Attorney dated 10/22/19, a copy of which is filed herewith. 03/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock withheld by the issuer for the payment of withholding taxes.
( 2 )This Form 4 reports the vesting and conversion of Restricted Stock Units ("RSUs") granted in February, 2018.
( 3 )Performance Share Unit grant under the 2017 Performance Plan, contingently payable (to the extent earned) 100% in shares of common stock in February 2024. The number of Units paid, which can range from 0% to 200% of the Units reported on this Form 4, depends on the attainment of certain performance targets over a 3-year period ending December 31, 2023, 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, 2023.
( 4 )Restricted Stock Unit ("RSU") grant under the 2017 Performance Plan. The RSUs will vest and convert into shares of common stock three years from the date of grant on February 26, 2024.

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