GOODYEAR TIRE & RUBBER CO /OH/ — Director's Dealing 2016

Feb 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GOODYEAR TIRE & RUBBER CO /OH/ (GT)
CIK: 0000042582
Period of Report: 2016-02-22

Reporting Person: Kellam Richard (Sr VP Global Sales & Marketing)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Restricted Stock Units	$	A	16722	Acquired		Common Stock (16722)	Direct
2016-02-22	2013 Plan Performance Shares	$	A	6856	Acquired		Common Stock (6856)	Direct
2016-02-22	2013 Plan Option	$29.90	A	25796	Acquired	2026-02-22	Common Stock (25796)	Direct

Footnotes

F1: Restricted Stock Units, each equivalent to a share of common stock, granted under the 2013 Performance Plan.

F2: The Restricted Stock Units vest 100% 5 years from the date of grant.

F3: Performance Share Unit grant under the 2013 Performance Plan, contingently payable (to the extent earned) 100% in shares of common stock in February 2019. 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, 2018, 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, 2018.

F4: Non-Qualified Stock Option in respect of shares of common stock granted under the 2013 Performance Plan.

F5: The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant.