FORD MOTOR CO — Director's Dealing 2018

Feb 14, 2018

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2017-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-13	Class B Stock, $0.01 par value	G	1115	$0.00	Acquired	92472	Indirect
2017-02-13	Class B Stock, $0.01 par value	G	10039	$0.00	Disposed	8992560	Indirect
2017-02-14	Class B Stock, $0.01 par value	G	318955	$0.00	Acquired	9311515	Indirect
2017-03-06	Class B Stock, $0.01 par value	G	1115	$0.00	Acquired	9312630	Indirect
2017-02-13	Class B Stock, $0.01 par value	G	8924	$0.00	Acquired	2118873	Indirect
2017-03-06	Class B Stock, $0.01 par value	G	4460	$0.00	Acquired	2123333	Indirect
2017-02-14	Class B Stock, $0.01 par value	G	318955	$0.00	Disposed	368523	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	123942	Indirect
Common Stock, $0.01 par value	184116	Direct
Class B Stock, $0.01 par value	247855	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
BEP Ford Stock Fund Units	$		Common Stock, $0.01 par value (113497)	113497	Direct
Employee Stock Option (Right to Buy)	$15.37	2024-03-03	Common Stock, $0.01 par value (286415)	286415	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)	$12.46	2022-03-04	Common Stock, $0.01 par value (595238)	595238	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)	$12.98	2020-08-04	Common Stock, $0.01 par value (1320754)	1320754	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)	$2.84	2019-03-26	Common Stock, $0.01 par value (1474367)	1474367	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (3248)	3248	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (37118)	37118	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (105152)	105152	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (203396)	203396	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 9,312,630 shares of Class B Stock for my benefit. I disclaim beneficial 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 2,123,333 shares of Class B Stock for the benefit of my children. I disclaim beneficial ownership of these shares.

F4: These shares are held in grantor retained annuity trusts 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: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

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 (03/03/2010), 66% after two years, and in full after three years.

F13: 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).

F14: 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.

F15: 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, 2018.

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 to the extent of 51,791 shares on March 3, 2018 and 53,361 shares on March 3, 2019.

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 33% after one year from the date of grant (03/02/2017), 66% after two years, and in full after three years.