SEC Form 5 · accession 0001209191-18-009925

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, 2017

Accepted (ET)

Feb 14, 2018 · 3:10 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 13, 2017	G	1,115	$0.00	A	92,472	I	By Spouse
Class B Stock, $0.01 par value^F2	Feb 13, 2017	G	10,039	$0.00	D	8,992,560	I	By Voting Trust
Class B Stock, $0.01 par value^F2	Feb 14, 2017	G	318,955	$0.00	A	9,311,515	I	By Voting Trust
Class B Stock, $0.01 par value^F2	Mar 6, 2017	G	1,115	$0.00	A	9,312,630	I	By Voting Trust
Class B Stock, $0.01 par value^F3	Feb 13, 2017	G	8,924	$0.00	A	2,118,873	I	By Voting Trust-Children
Class B Stock, $0.01 par value^F3	Mar 6, 2017	G	4,460	$0.00	A	2,123,333	I	By Voting Trust-Children
Class B Stock, $0.01 par value^F4	Feb 14, 2017	G	318,955	$0.00	D	368,523	I	By Annuity Trust
Common Stock, $0.01 par value	holding	—	—		—	123,942	I	By Company Plan
Common Stock, $0.01 par value	holding	—	—		—	184,116	D
Class B Stock, $0.01 par value^F5	holding	—	—		—	247,855	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 Units^F6	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	113,497	113,497	D
Employee Stock Option (Right to Buy)^F7	$15.37	holding	—	—	—	—	Mar 3, 2024	Common Stock, $0.01 par value	286,415	286,415	D
Employee Stock Option (Right to Buy)^F8	$12.75	holding	—	—	—	—	Mar 3, 2023	Common Stock, $0.01 par value	347,912	347,912	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	$14.76	holding	—	—	—	—	Mar 2, 2021	Common Stock, $0.01 par value	412,735	412,735	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	$2.84	holding	—	—	—	—	Mar 26, 2019	Common Stock, $0.01 par value	1,474,367	1,474,367	D
Ford Stock Units^F14	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	3,248	3,248	D
Ford Stock Units^F15	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	37,118	37,118	D
Ford Stock Units^F16	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	105,152	105,152	D
Ford Stock Units^F17	—	holding	—	—	—	—	—	Common Stock, $0.01 par value	203,396	203,396	D

Explanation of responses

F1I disclaim beneficial ownership of these shares owned by my wife.
F10This 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.
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 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).
F14These 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.
F15These 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, 2018.
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 to the extent of 51,791 shares on March 3, 2018 and 53,361 shares on March 3, 2019.
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 33% after one year from the date of grant (03/02/2017), 66% after two years, and in full after three years.
F2I am one of four trustees of the voting trust. As shown, it holds 9,312,630 shares of Class B Stock for my benefit. I disclaim beneficial ownership of any other shares of Class B Stock in said voting trust.
F3I am one of four trustees of the voting trust. As shown, it holds 2,123,333 shares of Class B Stock for the benefit of my children. I disclaim beneficial ownership of these shares.
F4These shares are held in grantor retained annuity trusts 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.
F6These 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.
F7This 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.
F8This 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.
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.