SEC Form 5 · accession 0001209191-19-009252
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, 2018
Accepted (ET)
Feb 12, 2019 · 3:38 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 valueF1 | Feb 8, 2018 | G | 137,953 | $0.00 | D | 230,570 | I | By Voting Trust - Annuity Trusts |
| Class B Stock, $0.01 par valueF2 | Feb 8, 2018 | G | 137,953 | $0.00 | A | 10,857,327 | I | By Voting Trust - Individually |
| Class B Stock, $0.01 par valueF2 | May 2, 2018 | G | 12,060 | $0.00 | D | 10,845,267 | I | By Voting Trust - Individually |
| Class B Stock, $0.01 par valueF2 | Jun 6, 2018 | G | 1,259 | $0.00 | A | 10,846,526 | I | By Voting Trust - Individually |
| Class B Stock, $0.01 par valueF2 | Dec 30, 2018 | G | 3,851 | $0.00 | D | 10,842,675 | I | By Voting Trust - Individually |
| Class B Stock, $0.01 par valueF3 | May 2, 2018 | G | 10,720 | $0.00 | A | 161,697 | I | By Voting Trust - Children |
| Class B Stock, $0.01 par valueF3 | Jun 6, 2018 | G | 5,036 | $0.00 | A | 166,733 | I | By Voting Trust - Children |
| Class B Stock, $0.01 par valueF4 | May 2, 2018 | G | 1,340 | $0.00 | A | 93,812 | I | By Voting Trust - Spouse |
| Class B Stock, $0.01 par valueF5 | holding | — | — | — | 247,855 | I | By Voting Trust - Spouse as Trustee | |
| Class B Stock, $0.01 par valueF6 | holding | — | — | — | 1,972,356 | I | By Voting Trust - As Trustee | |
| Common Stock, $0.01 par value | holding | — | — | — | 137,291 | I | By Company Plan | |
| Common Stock, $0.01 par value | holding | — | — | — | 1 | D |
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 UnitsF7 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 139,953 | 139,953 | D |
| Employee Stock Option (Right to Buy)F8 | $12.46 | holding | — | — | — | — | Mar 4, 2022 | Common Stock, $0.01 par value | 595,238 | 595,238 | D |
| Employee Stock Option (Right to Buy)F9 | $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)F10 | $12.69 | holding | — | — | — | — | Mar 2, 2020 | Common Stock, $0.01 par value | 485,436 | 485,436 | 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 | $15.37 | holding | — | — | — | — | Mar 3, 2024 | Common Stock, $0.01 par value | 286,415 | 286,415 | 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 |
| Ford Stock UnitsF14 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 3,484 | 3,484 | D |
| Ford Stock UnitsF15 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 53,361 | 53,361 | D |
| Ford Stock UnitsF16 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 136,276 | 136,276 | D |
| Ford Stock UnitsF17 | — | holding | — | — | — | — | — | Common Stock, $0.01 par value | 396,153 | 396,153 | D |
Explanation of responses
- F1I 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.
- F10This 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.
- 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 (03/04/2014), 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.
- 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 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.
- F16These 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.
- F17These 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.
- F2I 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.
- F3I 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.
- F4I 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.
- F5I 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.
- F6I 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.
- 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 after one year from the date of grant (03/05/2012), 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 (08/05/2010), 66% after two years, and in full after three years.