FORD MOTOR CO — Director's Dealing 2022

Feb 14, 2022

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2021-12-31

Reporting Person: FORD WILLIAM CLAY JR (Director, Executive Chair and Chair)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-22	Class B Stock, $0.01 par value	G	750	$0.00	Acquired	11007872	Indirect
2021-06-23	Class B Stock, $0.01 par value	G	3250	$0.00	Disposed	173791	Indirect
2021-12-20	Class B Stock, $0.01 par value	G	4653	$0.00	Acquired	178444	Indirect
2021-12-20	Class B Stock, $0.01 par value	G	7757	$0.00	Disposed	170687	Indirect
2021-12-22	Class B Stock, $0.01 par value	G	2250	$0.00	Acquired	172937	Indirect
2021-12-22	Class B Stock, $0.01 par value	G	1500	$0.00	Disposed	171437	Indirect
2021-12-22	Class B Stock, $0.01 par value	G	750	$0.00	Acquired	3954239	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Stock, $0.01 par value	97912	Indirect
Class B Stock, $0.01 par value	230570	Indirect
Common Stock, $0.01 par value	2156271	Direct
Common Stock, $0.01 par value	159472	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
BEP Ford Stock Fund Units	$		Common Stock, $0.01 par value (210015)	210015	Direct
Employee Stock Option (Right to Buy)	$6.19	2030-07-05	Common Stock, $0.01 par value (1408367)	1408367	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (161012)	161012	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (416764)	416764	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (33948)	33948	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (3817)	3817	Direct

Footnotes

F1: I am one of four trustees of the voting trust. As shown, it holds 11,007,872 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.

F2: I am one of four trustees of the voting trust. Following the transactions reported on this Form 5, it holds 171,437 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.

F3: I am one of four trustees of the voting trust. As shown, it holds 3,954,239 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.

F4: I am one of four trustees of the voting trust. As shown, it holds 97,912 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.

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 (07/06/2020) with the performance condition of the price of Ford stock closing 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 having been met prior to the first anniversary of the date of grant, and has been partially exercised. The remainder of the option will become exercisable in substantially equal annual installments on July 6, 2022 and July 6, 2023.

F8: These Ford Restricted Stock Units were acquired under the Company's Long-Term Incentive Plan without payment by me and will be converted and distributed to me, without payment, in shares of Common Stock on March 19, 2022.

F9: 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 (03/04/2021), 66% after two years, and in full after three years.

F10: 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 4, 2022.

F11: 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.