Form 5 FORD MOTOR CO For: Dec 31 Filed by: FORD WILLIAM CLAY JR

February 12, 2019 3:39 PM
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2014
Estimated average burden
hours per response: 1.0
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person *
FORD WILLIAM CLAY JR

(Last) (First) (Middle)
FORD MOTOR COMPANY
ONE AMERICAN ROAD

(Street)
DEARBORN MI 48126

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FORD MOTOR CO [ F ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. Chairman and Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class B Stock, $0.01 par value 02/08/2018 G 137,953 D $ 0 230,570 I By Voting Trust - Annuity Trusts (1)
Class B Stock, $0.01 par value 02/08/2018 G 137,953 A $ 0 10,857,327 I By Voting Trust - Individually (2)
Class B Stock, $0.01 par value 05/02/2018 G 12,060 D $ 0 10,845,267 I By Voting Trust - Individually (2)
Class B Stock, $0.01 par value 06/06/2018 G 1,259 A $ 0 10,846,526 I By Voting Trust - Individually (2)
Class B Stock, $0.01 par value 12/30/2018 G 3,851 D $ 0 10,842,675 I By Voting Trust - Individually (2)
Class B Stock, $0.01 par value 05/02/2018 G 10,720 A $ 0 161,697 I By Voting Trust - Children (3)
Class B Stock, $0.01 par value 06/06/2018 G 5,036 A $ 0 166,733 I By Voting Trust - Children (3)
Class B Stock, $0.01 par value 05/02/2018 G 1,340 A $ 0 93,812 I By Voting Trust - Spouse (4)
Class B Stock, $0.01 par value 247,855 I By Voting Trust - Spouse as Trustee (5)
Class B Stock, $0.01 par value 1,972,356 I By Voting Trust - As Trustee (6)
Common Stock, $0.01 par value 137,291 I By Company Plan
Common Stock, $0.01 par value 1 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
BEP Ford Stock Fund Units (7) (7) (7) Common Stock, $0.01 par value 139,953 (7) 139,953 (7) D
Employee Stock Option (Right to Buy) $ 12.46 (8) 03/04/2022 Common Stock, $0.01 par value 595,238 (8) 595,238 (8) D
Employee Stock Option (Right to Buy) $ 12.98 (9) 08/04/2020 Common Stock, $0.01 par value 1,320,754 (9) 1,320,754 (9) D
Employee Stock Option (Right to Buy) $ 12.69 (10) 03/02/2020 Common Stock, $0.01 par value 485,436 (10) 485,436 (10) D
Employee Stock Option (Right to Buy) $ 14.76 (11) 03/02/2021 Common Stock, $0.01 par value 412,735 (11) 412,735 (11) D
Employee Stock Option (Right to Buy) $ 15.37 (12) 03/03/2024 Common Stock, $0.01 par value 286,415 (12) 286,415 (12) D
Employee Stock Option (Right to Buy) $ 12.75 (13) 03/03/2023 Common Stock, $0.01 par value 347,912 (13) 347,912 (13) D
Ford Stock Units (14) (14) (14) Common Stock, $0.01 par value 3,484 (14) 3,484 (14) D
Ford Stock Units (15) (15) (15) Common Stock, $0.01 par value 53,361 (15) 53,361 (15) D
Ford Stock Units (16) (16) (16) Common Stock, $0.01 par value 136,276 (16) 136,276 (16) D
Ford Stock Units (17) (17) (17) Common Stock, $0.01 par value 396,153 (17) 396,153 (17) D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
Jerome F. Zaremba, Attorney-in-Fact 02/12/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Categories

SEC Filings