FORD MOTOR CO — Director's Dealing 2017

Feb 9, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2016-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Class B Stock, $0.01 par value	G	10980	$0.00	Disposed	7389053	Indirect
2016-04-15	Class B Stock, $0.01 par value	G	1078	$0.00	Acquired	8580158	Indirect
2016-05-12	Class B Stock, $0.01 par value	G	206860	$0.00	Acquired	8787018	Indirect
2016-02-04	Class B Stock, $0.01 par value	G	1220	$0.00	Acquired	91357	Indirect
2016-02-04	Class B Stock, $0.01 par value	G	9760	$0.00	Acquired	1851800	Indirect
2016-04-15	Class B Stock, $0.01 par value	G	4312	$0.00	Acquired	2054151	Indirect
2016-05-12	Class B Stock, $0.01 par value	G	206860	$0.00	Disposed	687478	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Stock, $0.01 par value	247855	Indirect
Common Stock, $0.01 par value	2297	Direct
Common Stock, $0.01 par value	114507	Indirect
Common Stock, $0.01 par value	55798	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
BEP Ford Stock Fund Units	$		Common Stock, $0.01 par value (93412)	93412	Direct
Employee Stock Option (Right to Buy)	$2.84	2019-03-26	Common Stock, $0.01 par value (1474367)	1474367	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 (3078)	3078	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (310832)	310832	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (73144)	73144	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (156942)	156942	Direct

Footnotes

F1: I am one of four trustees of the voting trust. As shown, it holds 8,787,018 shares of Class B Stock for my benefit. I disclaim beneficial ownership of any other shares of Class B Stock in said voting trust.

F2: I disclaim beneficial ownership of these shares owned by my wife.

F3: I am one of four trustees of the voting trust. As shown, it holds 2,054,151 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: 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.

F8: 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).

F9: 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.

F10: 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.

F11: 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

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

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 to the extent of 36,026 shares of Common Stock on March 4, 2017 and 37,118 shares of Common Stock on March 4, 2018.

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 (03/03/2016), 66% after two years, and in full after three years.