FORD MOTOR CO — Director's Dealing 2016

Feb 16, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2015-12-31

Reporting Person: FORD WILLIAM CLAY JR (Director, Exec. Chairman and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-23	Class B Stock, $0.01 par value	G	843	$0.00	Acquired	77725	Indirect
2015-02-03	Class B Stock, $0.01 par value	G	418673	$0.00	Acquired	7655291	Indirect
2015-02-05	Class B Stock, $0.01 par value	G	418673	$0.00	Disposed	7236618	Indirect
2015-03-23	Class B Stock, $0.01 par value	G	7587	$0.00	Disposed	7362031	Indirect
2015-12-01	Class B Stock, $0.01 par value	G	23095	$0.00	Acquired	7422126	Indirect
2015-12-07	Class B Stock, $0.01 par value	G	143665	$0.00	Acquired	7565791	Indirect
2015-12-08	Class B Stock, $0.01 par value	G	166760	$0.00	Disposed	7399031	Indirect
2015-12-09	Class B Stock, $0.01 par value	G	1002	$0.00	Acquired	7400033	Indirect
2015-03-23	Class B Stock, $0.01 par value	G	6744	$0.00	Acquired	1838032	Indirect
2015-12-09	Class B Stock, $0.01 par value	G	4008	$0.00	Acquired	1842040	Indirect
2015-02-03	Class B Stock, $0.01 par value	G	418673	$0.00	Disposed	738121	Indirect
2015-02-03	Class B Stock, $0.01 par value	G	262456	$0.00	Disposed	475665	Indirect
2015-02-05	Class B Stock, $0.01 par value	G	418673	$0.00	Acquired	894338	Indirect
2015-12-01	Class B Stock, $0.01 par value	G	23095	$0.00	Disposed	871243	Indirect
2015-12-07	Class B Stock, $0.01 par value	G	143665	$0.00	Disposed	727578	Indirect
2015-12-08	Class B Stock, $0.01 par value	G	166760	$0.00	Acquired	894338	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Stock, $0.01 par value	187012	Indirect
Common Stock, $0.01 par value	140671	Direct
Common Stock, $0.01 par value	104365	Indirect
Common Stock, $0.01 par value	12412	Indirect
Common Stock, $0.01 par value	55798	Indirect
Common Stock, $0.01 par value	198039	Indirect
Common Stock, $0.01 par value	60843	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
BEP Ford Stock Fund Units	$		Common Stock, $0.01 par value (74533)	74533	Direct
Employee Stock Option (Right to Buy)	$2.84	2019-03-26	Common Stock, $0.01 par value (3364367)	3364367	Direct
Employee Stock Option (Right to Buy)	$12.69	2020-03-02	Common Stock, $0.01 par value (485436)	485436	Direct
Employee Stock Option (Right to Buy)	$12.98	2020-08-04	Common Stock, $0.01 par value (1320754)	1320754	Direct
Employee Stock Option (Right to Buy)	$14.76	2021-03-02	Common Stock, $0.01 par value (412735)	412735	Direct
Employee Stock Option (Right to Buy)	$12.46	2022-03-04	Common Stock, $0.01 par value (595238)	595238	Direct
Employee Stock Option (Right to Buy)	$12.75	2023-03-03	Common Stock, $0.01 par value (347912)	347912	Direct
Employee Stock Option (Right to Buy)	$15.37	2024-03-03	Common Stock, $0.01 par value (286415)	286415	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (2882)	2882	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (411764)	411764	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (109170)	109170	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (310832)	310832	Direct

Footnotes

F1: I disclaim beneficial ownership of these shares owned by my wife.

F2: I am one of four trustees of the voting trust. As shown, it holds 7,400,033 shares of Class B Stock for my benefit. I disclaim benefical ownership of any other shares of Class B Stock in said voting trust.

F3: I am one of four trustees of the voting trust. As shown, it holds 1,842,040 shares of Class B Stock for the benefit of my children. I disclaim beneficial ownership of these shares.

F4: These shares are held in a grantor retained annuity trust of which I am the trustee.

F5: I disclaim beneficial ownership of these shares held by my wife as trustee of this trust for the benefit of my descendants.

F6: I disclaim beneficial ownership of these shares owned by my children.

F7: I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.

F8: These Ford Stock Fund Units were credited to my account by the Company, without payment by me, in transactions exempt under Rule 16b-3(c), under the Company's Benefit Equalization Plan, and included in my most recent plan statement. In general, these Ford Stock Fund Units will be converted and distributed to me, without payment, in cash, following termination of employment, based on the then current price of a Ford Stock Fund Unit and the then current market value of a share of Common Stock.

F9: This option became exercisable to the extent of 33% of the shares optioned as of August 5, 2010, 66% of the shares optioned after two years from the date of grant (03/27/2009), and in full after three years from the date of grant (03/27/2009).

F10: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/03/2010), 66% after two years, and in full after three years.

F11: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (08/05/2010), 66% after two years, and in full after three years.

F12: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/03/2011), 66% after two years, and in full after three years.

F13: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/05/2012), 66% after two years, and in full after three years

F14: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/04/2013), 66% after two years, and in full after three years.

F15: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/04/2014), 66% after two years, and in full after three years.

F16: These Ford Stock Units were acquired under the Company's Deferred Compensation Plan for Non-Employee Directors. In general, these Ford Stock Units will be converted and distributed to me, without payment, in cash, on January 10th of the year following termination of Board service, based upon the then current market value of a share of Common Stock.

F17: These Ford Restricted Stock Units were acquired under the Company's 2008 Long-Term Incentive Plan without payment by me. These Ford Restricted Stock Units will be converted and distributed to me, without payment, in shares of Common Stock on March 4, 2016.

F18: These Ford Restricted Stock Units were acquired under the Company's 2008 Long-Term Incentive Plan without payment by me. These Ford Restricted Stock Units will be converted and distributed to me, without payment, in shares of Common Stock to the extent of 33% after one year from the date of grant (03/04/2015), 66% after two years, and in full after three years.

F19: These Ford Restricted Stock Units were acquired under the Company's 2008 Long-Term Incentive Plan without payment by me. These Ford Restricted Stock Units will be converted and distributed to me, without payment, in shares of Common Stock on March 4, 2017.