FORD MOTOR CO — Director's Dealing 2020

Feb 12, 2020

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2019-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-24	Class B Stock, $0.01 par value	G	1720	$0.00	Acquired	95532	Indirect
2019-02-25	Class B Stock, $0.01 par value	G	1261363	$0.00	Disposed	9581312	Indirect
2019-10-24	Class B Stock, $0.01 par value	G	18920	$0.00	Disposed	9562392	Indirect
2019-12-17	Class B Stock, $0.01 par value	G	3205	$0.00	Disposed	9559187	Indirect
2019-12-18	Class B Stock, $0.01 par value	G	1584	$0.00	Acquired	9560771	Indirect
2019-10-24	Class B Stock, $0.01 par value	G	10320	$0.00	Acquired	177053	Indirect
2019-12-17	Class B Stock, $0.01 par value	G	16025	$0.00	Disposed	161028	Indirect
2019-12-18	Class B Stock, $0.01 par value	G	4752	$0.00	Acquired	165780	Indirect
2019-02-25	Class B Stock, $0.01 par value	G	1261363	$0.00	Acquired	3481574	Indirect
2019-07-16	Class B Stock, $0.01 par value	G	64346	$0.00	Acquired	3545920	Indirect
2019-10-24	Class B Stock, $0.01 par value	G	3440	$0.00	Acquired	3549360	Indirect
2019-12-18	Class B Stock, $0.01 par value	G	1584	$0.00	Acquired	3550944	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Stock, $0.01 par value	230570	Indirect
Common Stock, $0.01 par value	1100617	Direct
Common Stock, $0.01 par value	150143	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
BEP Ford Stock Fund Units	$		Common Stock, $0.01 par value (168725)	168725	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 (69155)	69155	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (265423)	265423	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (473563)	473563	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (3719)	3719	Direct

Footnotes

F1: 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.

F2: I am one of four trustees of the voting trust. As shown, it holds 9,560,771 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 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.

F4: The reported transaction involved a gift of Class B stock to a trust benefiting my family of which my spouse was trustee. I subsequently became trustee of the trust on March 25, 2019. Prior to me becoming trustee and prior to the reported transaction, the trust held 247,855 shares of Class B stock.

F5: 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.

F6: 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.

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 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 on March 2, 2020.

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 130,730 shares on March 2, 2020 and 134,693 shares on March 2, 2021.

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 33% after one year from the date of grant (03/19/2019), 66% after two years, and in full after three years.

F17: 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.