SEC Form 5 · accession 0001209191-17-009052

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, 2016

Accepted (ET)

Feb 9, 2017 · 4:07 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
Class B Stock, $0.01 par value^F1	Feb 4, 2016	G	10,980	$0.00	D	7,389,053	I	By Voting Trust
Class B Stock, $0.01 par value^F1	Apr 15, 2016	G	1,078	$0.00	A	8,580,158	I	By Voting Trust
Class B Stock, $0.01 par value^F1	May 12, 2016	G	206,860	$0.00	A	8,787,018	I	By Voting Trust
Class B Stock, $0.01 par value^F2	Feb 4, 2016	G	1,220	$0.00	A	91,357	I	By Spouse
Class B Stock, $0.01 par value^F3	Feb 4, 2016	G	9,760	$0.00	A	1,851,800	I	By Voting Trust-Children
Class B Stock, $0.01 par value^F3	Apr 15, 2016	G	4,312	$0.00	A	2,054,151	I	By Voting Trust-Children
Class B Stock, $0.01 par value^F4	May 12, 2016	G	206,860	$0.00	D	687,478	I	By Annuity Trust
Class B Stock, $0.01 par value^F5	holding	—	—		—	247,855	I	by Spouse as Trustee
Common Stock, $0.01 par value	holding	—	—		—	2,297	D
Common Stock, $0.01 par value	holding	—	—		—	114,507	I	By Company Plan
Common Stock, $0.01 par value^F6	holding	—	—		—	55,798	I	By Children

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 Units^F7	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	93,412	93,412	D
Employee Stock Option (Right to Buy)^F8	$2.84	holding	—	—	—	—	Mar 26, 2019	Common Stock, $0.01 par value	1,474,367	1,474,367	D
Employee Stock Option (Right to Buy)^F9	$12.69	holding	—	—	—	—	Mar 2, 2020	Common Stock, $0.01 par value	485,436	485,436	D
Employee Stock Option (Right to Buy)^F10	$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)^F11	$14.76	holding	—	—	—	—	Mar 2, 2021	Common Stock, $0.01 par value	412,735	412,735	D
Employee Stock Option (Right to Buy)^F12	$12.46	holding	—	—	—	—	Mar 4, 2022	Common Stock, $0.01 par value	595,238	595,238	D
Employee Stock Option (Right to Buy)^F13	$12.75	holding	—	—	—	—	Mar 3, 2023	Common Stock, $0.01 par value	347,912	347,912	D
Employee Stock Option (Right to Buy)^F14	$15.37	holding	—	—	—	—	Mar 3, 2024	Common Stock, $0.01 par value	286,415	286,415	D
Ford Stock Units^F15	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	3,078	3,078	D
Ford Stock Units^F16	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	310,832	310,832	D
Ford Stock Units^F17	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	73,144	73,144	D
Ford Stock Units^F18	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	156,942	156,942	D

Explanation of responses

F1I am one of four trustees of the voting trust. As shown, it holds 8,787,018 shares of Class B Stock for my benefit. I disclaim beneficial ownership of any other shares of Class B Stock in said voting trust.
F10This 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.
F11This 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
F12This 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.
F13This 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.
F14This 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.
F15These 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.
F16These 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, 2017.
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 to the extent of 36,026 shares of Common Stock on March 4, 2017 and 37,118 shares of Common Stock on March 4, 2018.
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 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.
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 2,054,151 shares of Class B Stock for the benefit of my children. I disclaim beneficial ownership of these shares.
F4These shares are held in a grantor retained annuity trust of which I am the trustee.
F5I disclaim beneficial ownership of these shares held by my wife as trustee of this trust for the benefit of my descendants.
F6I disclaim beneficial ownership of these shares owned by my children.
F7These 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.
F8This 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).
F9This 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.