SEC Form 4 · accession 0001209191-16-106692

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

Mar 3, 2016

Accepted (ET)

Mar 7, 2016 · 5:23 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 value^F1	Mar 4, 2016	M	411,764	—	A	552,435	D
Common Stock, $0.01 par value^F1	Mar 4, 2016	M	36,026	—	A	588,461	D
Common Stock, $0.01 par value	Mar 4, 2016	F	196,137	$13.59	D	392,324	D
Common Stock, $0.01 par value^F3	Mar 7, 2016	M	1,890,000	$2.84	A	2,282,324	D
Common Stock, $0.01 par value^F4	Mar 7, 2016	S	1,090,000	$13.6011	D	1,192,324	D
Common Stock, $0.01 par value	holding	—	—		—	108,248	I	By Company Plan
Common Stock, $0.01 par value^F5	holding	—	—		—	12,412	I	By Spouse
Common Stock, $0.01 par value^F6	holding	—	—		—	55,798	I	By Children
Common Stock, $0.01 par value^F7	holding	—	—		—	60,843	I	by Spouse as Trustee
Common Stock, $0.01 par value^F8	holding	—	—		—	198,039	I	By Trust-Children

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Ford Stock Units^F1	—	Mar 4, 2016	M	411,764	D	—	—	Common Stock, $0.01 par value	411,764	0	D
Ford Stock Units^F1	—	Mar 4, 2016	M	36,026	D	—	—	Common Stock, $0.01 par value	36,026	73,144	D
Ford Stock Units^F9	—	Mar 3, 2016	A	156,942	A	—	—	Common Stock, $0.01 par value	156,942	156,942	D
Employee Stock Option (Right to Buy)^F3	$2.84	Mar 7, 2016	M	1,890,000	D	—	Mar 26, 2019	Common Stock, $0.01 par value	1,890,000	1,474,367	D

Explanation of responses

F1The reported transaction involved the conversion, without payment by me, of Ford Stock Units into shares of Common Stock under the Company's 2008 Long-Term Incentive Plan.
F2These shares were withheld by the Company to cover my income tax liability relating to a grant to me of Common Stock under the Company's 2008 Long-Term Incentive Plan.
F3This 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).
F4The price shown is the weighted average sales price for the reported transaction. The range of prices at which common stock was sold for the reported transaction was $13.5700 to $13.6350. A breakdown of each transaction will be provided upon request.
F5I disclaim beneficial ownership of these shares owned by my wife.
F6I disclaim beneficial ownership of these shares owned by my children.
F7I disclaim beneficial ownership of these shares held by my wife as trustee of this trust for the benefit of my descendants.
F8I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.
F9These 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 to the extent of 33% after one year from the date of grant (03/03/2016), 66% after two years, and in full after three years.