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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| BEP Ford Stock Fund Units | Â | Â | Â | Â | Â | Â | Â (7) | Â (7) | Common Stock, $0.01 par value | Â | 139,953 (7) | Â | ||
| Employee Stock Option (Right to Buy) | $ 12.46 | Â | Â | Â | Â | Â | Â (8) | 03/04/2022 | Common Stock, $0.01 par value | Â | 595,238 (8) | Â | ||
| Employee Stock Option (Right to Buy) | $ 12.98 | Â | Â | Â | Â | Â | Â (9) | 08/04/2020 | Common Stock, $0.01 par value | Â | 1,320,754 (9) | Â | ||
| Employee Stock Option (Right to Buy) | $ 12.69 | Â | Â | Â | Â | Â | Â (10) | 03/02/2020 | Common Stock, $0.01 par value | Â | 485,436 (10) | Â | ||
| Employee Stock Option (Right to Buy) | $ 14.76 | Â | Â | Â | Â | Â | Â (11) | 03/02/2021 | Common Stock, $0.01 par value | Â | 412,735 (11) | Â | ||
| Employee Stock Option (Right to Buy) | $ 15.37 | Â | Â | Â | Â | Â | Â (12) | 03/03/2024 | Common Stock, $0.01 par value | Â | 286,415 (12) | Â | ||
| Employee Stock Option (Right to Buy) | $ 12.75 | Â | Â | Â | Â | Â | Â (13) | 03/03/2023 | Common Stock, $0.01 par value | Â | 347,912 (13) | Â | ||
| Ford Stock Units | Â | Â | Â | Â | Â | Â | Â (14) | Â (14) | Common Stock, $0.01 par value | Â | 3,484 (14) | Â | ||
| Ford Stock Units | Â | Â | Â | Â | Â | Â | Â (15) | Â (15) | Common Stock, $0.01 par value | Â | 53,361 (15) | Â | ||
| Ford Stock Units | Â | Â | Â | Â | Â | Â | Â (16) | Â (16) | Common Stock, $0.01 par value | Â | 136,276 (16) | Â | ||
| Ford Stock Units | Â | Â | Â | Â | Â | Â | Â (17) | Â (17) | Common Stock, $0.01 par value | Â | 396,153 (17) | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FORD WILLIAM CLAY JR FORD MOTOR COMPANY ONE AMERICAN ROAD DEARBORN, MI 48126 |
 X |  |  Exec. Chairman and Chairman |  |
| Jerome F. Zaremba, Attorney-in-Fact | 02/12/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | I 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. |
| (2) | I 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. |
| (3) | I 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. |
| (4) | I 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. |
| (5) | I 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. |
| (6) | I 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. |
| (7) | These 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. |
| (8) | This 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. |
| (9) | This 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. |
| (10) | This 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. |
| (11) | This 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. |
| (12) | This 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. |
| (13) | This 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. |
| (14) | These 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. |
| (15) | These 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. |
| (16) | These 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. |
| (17) | These 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. |