FORD MOTOR CO — Director's Dealing 2020

Mar 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2020-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-02	Common Stock, $0.01 par value	M	130730	—	Acquired	1231347	Direct
2020-03-02	Common Stock, $0.01 par value	M	69155	—	Acquired	1300502	Direct
2020-03-02	Common Stock, $0.01 par value	M	274585	—	Acquired	1575087	Direct
2020-03-02	Common Stock, $0.01 par value	F	186037	$7.20	Disposed	1389050	Direct
2020-03-03	Common Stock, $0.01 par value	C	1100616	$0.00	Disposed	288434	Direct
2020-03-03	Class B Stock, $0.01 par value	C	1100616	$0.00	Acquired	10661387	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-02	Ford Stock Units	$	A	79	Acquired		Common Stock, $0.01 par value (79)	Direct
2020-03-02	Ford Stock Units	$	M	69155	Disposed		Common Stock, $0.01 par value (69155)	Direct
2020-03-02	Ford Stock Units	$	M	130730	Disposed		Common Stock, $0.01 par value (130730)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Stock, $0.01 par value	95532	Indirect
Class B Stock, $0.01 par value	165780	Indirect
Class B Stock, $0.01 par value	230570	Indirect
Class B Stock, $0.01 par value	3550944	Indirect
Common Stock, $0.01 par value	153908	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 2017 performance-based restricted stock unit opportunity.

F3: These shares were withheld by the Company to cover my income tax liability relating to vesting of awards of Common Stock under the Company's Long-Term Incentive Plan.

F4: The reported transactions resulted from an exchange of Common Stock for Class B Stock on a one-for-one basis among holders of Class B Stock.

F5: I am one of four trustees of the voting trust. As shown, it holds 10,661,387 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.

F6: I am one of four trustees of the voting trust. As shown, it holds 95,532 shares of Class B stock for the benefit of my spouse. I disclaim beneficial ownership of any other shares of Class B stock in said voting trust, unless otherwise provided herein

F7: I am one of four trustees of the voting trust. As shown, it holds 165,780 shares of Class B stock for the benefit of my children. I disclaim beneficial ownership of these shares and of any other shares of Class B stock in said voting trust, unless otherwise provided herein.

F8: 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.

F9: I am one of four trustees of the voting trust. As shown, it holds 3,550,944 shares of Class B stock for the benefit of trusts, of which I am a trustee, that benefit my family. I disclaim beneficial ownership of any other shares of Class B stock in said voting trust, unless otherwise provided herein.

F10: These Ford Stock Units result from dividend equivalents credited to my account by the Company, without payment by me, 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.