SEC Form 5 · accession 0001209191-15-013511
FORD MOTOR CO · F
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Clay Ford Jr.
Officer — Exec. Chairman and Chairman · Director
Period of report
Dec 31, 2014
Accepted (ET)
Feb 13, 2015 · 4:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000037996
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1 | Dec 19, 2014 | G | 10,907 | $0.00 | A | 55,798 | I | By Children |
| Class B Stock, $0.01 par valueF2 | Jan 7, 2014 | G | 900 | $0.00 | A | 75,089 | I | By Spouse |
| Class B Stock, $0.01 par valueF2 | Jan 8, 2014 | G | 1,793 | $0.00 | A | 76,882 | I | By Spouse |
| Class B Stock, $0.01 par valueF3 | Jan 7, 2014 | G | 8,104 | $0.00 | D | 6,335,701 | I | By Voting Trust |
| Class B Stock, $0.01 par valueF3 | Jan 8, 2014 | G | 1,793 | $0.00 | A | 6,337,494 | I | By Voting Trust |
| Class B Stock, $0.01 par valueF3 | Jul 22, 2014 | G | 22,814 | $0.00 | A | 7,568,618 | I | By Voting Trust |
| Class B Stock, $0.01 par valueF3 | Nov 14, 2014 | G | 332,000 | $0.00 | D | 7,236,618 | I | By Voting Trust |
| Class B Stock, $0.01 par valueF4 | Nov 14, 2014 | G | 332,000 | $0.00 | A | 1,156,794 | I | By Annuity Trust |
| Class B Stock, $0.01 par valueF5 | Jan 7, 2014 | G | 7,204 | $0.00 | A | 558,491 | I | By Voting Trust-Children |
| Class B Stock, $0.01 par valueF5 | Jan 8, 2014 | G | 7,172 | $0.00 | A | 565,663 | I | By Voting Trust-Children |
| Class B Stock, $0.01 par valueF5 | Jun 27, 2014 | G | 1,265,625 | $0.00 | A | 1,831,288 | I | By Voting Trust-Children |
| Common Stock, $0.01 par value | holding | — | — | — | 97,851 | I | By Company Plan | |
| Common Stock, $0.01 par value | holding | — | — | — | 209,379 | D | ||
| Common Stock, $0.01 par valueF2 | holding | — | — | — | 12,412 | I | By Spouse | |
| Common Stock, $0.01 par valueF6 | holding | — | — | — | 60,843 | I | by Spouse as Trustee | |
| Common Stock, $0.01 par valueF7 | holding | — | — | — | 198,039 | I | By Trust-Children | |
| Class B Stock, $0.01 par valueF6 | holding | — | — | — | 187,012 | I | by Spouse as Trustee |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| BEP Ford Stock Fund UnitsF8 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 57,404 | 57,404 | D |
| Employee Stock Option (Right to Buy)F9 | $12.46 | holding | — | — | — | — | Mar 4, 2022 | Common Stock, $0.01 par value | 595,238 | 595,238 | D |
| Employee Stock Option (Right to Buy)F10 | $2.84 | holding | — | — | — | — | Mar 26, 2019 | Common Stock, $0.01 par value | 3,364,367 | 3,364,367 | D |
| Employee Stock Option (Right to Buy)F11 | $12.98 | holding | — | — | — | — | Aug 4, 2020 | Common Stock, $0.01 par value | 1,320,754 | 1,320,754 | D |
| Employee Stock Option (Right to Buy)F12 | $12.69 | holding | — | — | — | — | Mar 2, 2020 | Common Stock, $0.01 par value | 485,436 | 485,436 | D |
| Employee Stock Option (Right to Buy)F13 | $14.76 | holding | — | — | — | — | Mar 2, 2021 | Common Stock, $0.01 par value | 412,735 | 412,735 | D |
| Employee Stock Option (Right to Buy)F14 | $12.75 | holding | — | — | — | — | Mar 3, 2023 | Common Stock, $0.01 par value | 347,912 | 347,912 | D |
| Employee Stock Option (Right to Buy)F15 | $15.37 | holding | — | — | — | — | Mar 3, 2024 | Common Stock, $0.01 par value | 286,415 | 286,415 | D |
| Ford Stock UnitsF16 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 2,769 | 2,769 | D |
| Ford Stock UnitsF17 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 411,764 | 411,764 | D |
| Ford Stock UnitsF18 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 171,347 | 171,347 | D |
Explanation of responses
- F1I disclaim beneficial ownership of these shares owned by my children.
- F10This option became exercisable to the extent of 33% of the shares optioned as of August 5, 2010, 66% of the shares optioned after two years from the date of grant (03/27/2009), and in full after three years from the date of grant (03/27/2009).
- F11This 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.
- F12This 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.
- F13This 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.
- F14This 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.
- F15This option is 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.
- F16These 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.
- F17These Ford Restricted Stock Units were acquired under the Company's 2008 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, 2016.
- F18These Ford Restricted Stock Units were acquired under the Company's 2008 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, 2015.
- F2I disclaim beneficial ownership of these shares owned by my wife.
- F3I am one of four trustees of the voting trust. As shown, it holds 7,236,618 shares of Class B Stock for my benefit. I disclaim benefical ownership of any other shares of Class B Stock in said voting trust.
- F4These shares are held in a grantor retained annuity trust of which I am the trustee.
- F5I am one of four trustees of the voting trust. As shown, it holds 1,831,288 shares of Class B Stock for the benefit of my children. I disclaim benefical ownership of these shares.
- F6I disclaim beneficial ownership of these shares held by my wife as trustee of this trust for the benefit of my descendants.
- F7I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.
- F8These 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.
- F9This 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