FORD MOTOR CO — Director's Dealing 2021

Feb 10, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2020-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-04	Class B Stock, $0.01 par value	G	1605	$0.00	Acquired	97137	Indirect
2020-12-04	Class B Stock, $0.01 par value	G	20871	$0.00	Disposed	11017088	Indirect
2020-12-18	Class B Stock, $0.01 par value	G	1666	$0.00	Acquired	11018754	Indirect
2020-12-04	Class B Stock, $0.01 par value	G	9633	$0.00	Acquired	175413	Indirect
2020-12-18	Class B Stock, $0.01 par value	G	4998	$0.00	Acquired	180411	Indirect
2020-12-21	Class B Stock, $0.01 par value	G	3370	$0.00	Disposed	177041	Indirect
2020-12-04	Class B Stock, $0.01 par value	G	3211	$0.00	Acquired	3554155	Indirect
2020-12-18	Class B Stock, $0.01 par value	G	1666	$0.00	Acquired	3555821	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Stock, $0.01 par value	230570	Indirect
Common Stock, $0.01 par value	156957	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 (196364)	196364	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)	$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
Employee Stock Option (Right to Buy)	$6.19	2030-07-05	Common Stock, $0.01 par value (2102040)	2102040	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (3798)	3798	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (317288)	317288	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (134693)	134693	Direct

Footnotes

F1: I am one of four trustees of the voting trust. As shown, it holds 97,137 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 11,018,754 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 177,041 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: I am one of four trustees of the voting trust. As shown, it holds 3,555,821 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: This option vests to the extent of 33% of the total award after one year from the date of grant (07/06/2020), 66% after two years, and in full after three years. In addition, the option will not be exercisable until the price of Ford stock closes on the New York Stock Exchange at $9.24 or higher for twenty consecutive business days during any period of the 10-year life of the options.

F12: 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.

F13: 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 156,276 shares on March 19, 2021 and 161,012 shares on March 19, 2022.

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, 2021.