FORD MOTOR CO — Director's Dealing 2019

Feb 12, 2019

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2018-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-08	Class B Stock, $0.01 par value	G	137953	$0.00	Disposed	230570	Indirect
2018-02-08	Class B Stock, $0.01 par value	G	137953	$0.00	Acquired	10857327	Indirect
2018-05-02	Class B Stock, $0.01 par value	G	12060	$0.00	Disposed	10845267	Indirect
2018-06-06	Class B Stock, $0.01 par value	G	1259	$0.00	Acquired	10846526	Indirect
2018-12-30	Class B Stock, $0.01 par value	G	3851	$0.00	Disposed	10842675	Indirect
2018-05-02	Class B Stock, $0.01 par value	G	10720	$0.00	Acquired	161697	Indirect
2018-06-06	Class B Stock, $0.01 par value	G	5036	$0.00	Acquired	166733	Indirect
2018-05-02	Class B Stock, $0.01 par value	G	1340	$0.00	Acquired	93812	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Stock, $0.01 par value	247855	Indirect
Class B Stock, $0.01 par value	1972356	Indirect
Common Stock, $0.01 par value	137291	Indirect
Common Stock, $0.01 par value	1	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
BEP Ford Stock Fund Units	$		Common Stock, $0.01 par value (139953)	139953	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)	$12.98	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)	$14.76	2021-03-02	Common Stock, $0.01 par value (412735)	412735	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
Ford Stock Units	$		Common Stock, $0.01 par value (3484)	3484	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (53361)	53361	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (136276)	136276	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (396153)	396153	Direct

Footnotes

F1: I am one of four trustees of the voting trust. As shown, it holds 230,570 shares of Class B stock for the benefit of grantor retained annuity trusts of which I am the trustee. I disclaim beneficial ownership of any other shares of Class B stock in said voting trust, unless otherwise provided herein.

F2: I am one of four trustees of the voting trust. As shown, it holds 10,842,675 shares of Class B stock for my benefit. I disclaim beneficial ownership of any other shares of Class B stock in said voting trust, unless otherwise provided herein.

F3: I am one of four trustees of the voting trust. As shown, it holds 166,733 shares of Class B stock for the benefit of my children. I disclaim beneficial ownership of these shares.

F4: I am one of four trustees of the voting trust. As shown, it holds 93,812 shares of Class B stock for the benefit of my spouse.

F5: I am one of four trustees of the voting trust. As shown, it holds 247,855 shares of Class B stock for the benefit of trusts, of which my spouse is a trustee, that benefit my family. I disclaim beneficial ownership of these shares.

F6: I am one of four trustees of the voting trust. As shown, it holds 1,972,356 shares of Class B stock for the benefit of trusts, of which I am a trustee, that benefit my family.

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 after one year from the date of grant (03/05/2012), 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 (08/05/2010), 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 (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 (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 (03/04/2014), 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: 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 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 53,361 shares on March 3, 2019.

F16: 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 67,121 shares on March 2, 2019 and 69,155 shares on March 2, 2020.

F17: 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 (03/02/2018), 66% after two years, and in full after three years.