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: Gayton Bradley M (CAO and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-02	Common Stock, $0.01 par value	M	49840	—	Acquired	77672	Direct
2019-03-03	Common Stock, $0.01 par value	M	4269	—	Acquired	81941	Direct
2019-03-03	Common Stock, $0.01 par value	M	14313	—	Acquired	96254	Direct
2019-03-04	Common Stock, $0.01 par value	F	19536	$8.79	Disposed	76718	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-03	Ford Stock Units	$	M	4269	Disposed		Common Stock, $0.01 par value (4269)	Direct
2019-03-02	Ford Stock Units	$	M	13033	Disposed		Common Stock, $0.01 par value (13033)	Direct
2019-03-02	Ford Stock Units	$	M	36807	Disposed		Common Stock, $0.01 par value (36807)	Direct
2019-03-04	Ford Stock Units	$	A	108967	Acquired		Common Stock, $0.01 par value (108967)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	58336	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: The balance shown includes 2,108 shares acquired from an in-kind transfer from the reporting person's 401k account to his personal IRA and Roth IRA accounts.

F3: 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.

F4: 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.

F5: 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.