FORD MOTOR CO — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2019-03-02

Reporting Person: O'Callaghan Catherine A. (Vice President and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-02	Common Stock, $0.01 par value	M	4552	—	Acquired	99754	Direct
2019-03-03	Common Stock, $0.01 par value	M	1754	—	Acquired	101508	Direct
2019-03-03	Common Stock, $0.01 par value	M	1960	—	Acquired	103468	Direct
2019-03-04	Common Stock, $0.01 par value	F	3812	$8.79	Disposed	99656	Direct
2019-03-02	Common Stock, $0.01 par value	M	1342	—	Acquired	32267	Indirect
2019-03-03	Common Stock, $0.01 par value	M	565	—	Acquired	32832	Indirect
2019-03-04	Common Stock, $0.01 par value	F	256	$8.79	Disposed	32576	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-03	Ford Stock Units	$	M	1754	Disposed		Common Stock, $0.01 par value (1754)	Direct
2019-03-02	Ford Stock Units	$	M	1986	Disposed		Common Stock, $0.01 par value (1986)	Direct
2019-03-02	Ford Stock Units	$	M	2566	Disposed		Common Stock, $0.01 par value (2566)	Direct
2019-03-04	Ford Stock Units	$	A	30874	Acquired		Common Stock, $0.01 par value (30874)	Direct
2019-03-02	Ford Stock Units	$	M	756	Disposed		Common Stock, $0.01 par value (756)	Indirect
2019-03-02	Ford Stock Units	$	M	586	Disposed		Common Stock, $0.01 par value (586)	Indirect
2019-03-03	Ford Stock Units	$	M	565	Disposed		Common Stock, $0.01 par value (565)	Indirect
2019-03-04	Ford Stock Units	$	A	2553	Acquired		Common Stock, $0.01 par value (2553)	Indirect

Footnotes

F1: The reported transaction involved the conversion, without payment by me, of Ford Stock Units into shares of Common Stock under the Company's Long-Term Incentive Plan.

F2: These shares were acquired under the Company's Long-Term Incentive Plan without payment by me and are a final award related to a 2016 performance-based restricted stock unit opportunity.

F3: These shares were withheld by the Company to cover my income tax liability relating to March 2, 2019 and March 3, 2019 vesting of awards of Common Stock under the Company's Long-Term Incentive Plan. The amount withheld for taxes for each award was determined using the closing price of Ford stock on March 1, 2019.

F4: The reported transaction involved the conversion, without payment by my spouse, of Ford Stock Units into shares of Common Stock under the Company's Long-Term Incentive Plan.

F5: These shares are held by my spouse.

F6: These shares were withheld by the Company to cover my spouse's income tax liability relating to March 2, 2019 and March 3, 2019 vesting of awards of Common Stock under the Company's Long-Term Incentive Plan. The amount withheld for taxes for each award was determined using the closing price of Ford stock on March 1, 2019.

F7: These Ford Restricted Stock Units were acquired under the Company's 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 (03/04/2019), 66% after two years, and in full after three years.

F8: These Ford Restricted Stock Units were acquired under the Company's Long-Term Incentive Plan without payment by my spouse. These Ford Restricted Stock Units will be converted and distributed to my spouse, without payment, in shares of Common Stock to the extent of 33% after one year from the date of grant (03/04/2019), 66% after two years, and in full after three years.