SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

FORD WILLIAM CLAY JR

(Last)

(First)

(Middle)

FORD MOTOR COMPANY

ONE AMERICAN ROAD

(Street)

DEARBORN

48126

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORD MOTOR CO [ F ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. Chairman and Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Stock, $0.01 par value	01/04/2013		G	2,077	A	$0.00	73,193	I	By Spouse⁽¹⁾
Class B Stock, $0.01 par value	01/18/2013		G	996	A	$0.00	74,189	I	By Spouse⁽¹⁾
Class B Stock, $0.01 par value	08/26/2013		G	11,179	D	$0.00	0	I	By Spouse as Custodian⁽²⁾
Class B Stock, $0.01 par value	01/04/2013		G	2,077	A	$0.00	6,621,769	I	By Voting Trust⁽³⁾
Class B Stock, $0.01 par value	01/18/2013		G	8,964	D	$0.00	6,612,805	I	By Voting Trust⁽³⁾
Class B Stock, $0.01 par value	12/04/2013		G	269,000	D	$0.00	6,343,805	I	By Voting Trust⁽³⁾
Class B Stock, $0.01 par value	12/04/2013		G	269,000	A	$0.00	709,230	I	By Annuity Trust⁽⁴⁾
Class B Stock, $0.01 par value	01/04/2013		G	6,231	A	$0.00	419,152	I	By Voting Trust-Children⁽⁵⁾
Class B Stock, $0.01 par value	01/18/2013		G	5,976	A	$0.00	425,128	I	By Voting Trust-Children⁽⁵⁾
Class B Stock, $0.01 par value	08/26/2013		G	126,159	A	$0.00	551,287	I	By Voting Trust-Children⁽⁵⁾
Common Stock, $0.01 par value	12/04/2013		G	359,116	A	$0.00	1,286,347	D
Common Stock, $0.01 par value	12/13/2013		G	265,000	D	$0.00	1,021,347	D
Common Stock, $0.01 par value	10/25/2013		G	19,153	D	$0.00	0	I	By Spouse as Custodian⁽²⁾
Common Stock, $0.01 par value	10/25/2013		G	51,610	A	$0.00	198,039	I	By Trust-Children⁽⁶⁾
Common Stock, $0.01 par value	12/04/2013		G	436,279	D	$0.00	115,564	I	By Annuity Trust⁽⁴⁾
Common Stock, $0.01 par value							92,768	I	By Company Plan
Common Stock, $0.01 par value							12,412	I	By Spouse⁽¹⁾
Common Stock, $0.01 par value							60,843	I	by Spouse as Trustee⁽⁷⁾
Common Stock, $0.01 par value							186,964	I	By Voting Trust⁽⁸⁾
Common Stock, $0.01 par value							44,891	I	By Children⁽⁹⁾
Class B Stock, $0.01 par value							187,012	I	by Spouse as Trustee⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
BEP Ford Stock Fund Units	⁽¹⁰⁾						⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, $0.01 par value	42,143⁽¹⁰⁾		42,143⁽¹⁰⁾	D
Employee Stock Option (Right to Buy)	$12.46						⁽¹¹⁾	03/04/2022	Common Stock, $0.01 par value	595,238⁽¹¹⁾		595,238	D
Employee Stock Option (Right to Buy)	$2.84						⁽¹²⁾	03/26/2019	Common Stock, $0.01 par value	3,470,000⁽¹²⁾		3,470,000	D
Employee Stock Option (Right to Buy)	$12.98						⁽¹³⁾	08/04/2020	Common Stock, $0.01 par value	1,320,754⁽¹³⁾		1,320,754	D
Employee Stock Option (Right to Buy)	$12.69						⁽¹⁴⁾	03/02/2020	Common Stock, $0.01 par value	485,436⁽¹⁴⁾		485,436	D
Employee Stock Option (Right to Buy)	$14.76						⁽¹⁵⁾	03/02/2021	Common Stock, $0.01 par value	412,735⁽¹⁵⁾		412,735	D
Employee Stock Option (Right to Buy)	$12.75						⁽¹⁶⁾	03/03/2023	Common Stock, $0.01 par value	347,912⁽¹⁶⁾		347,912	D
Employee Stock Option (Right to Buy)	$12.49						⁽¹⁷⁾	03/10/2015	Common Stock, $0.01 par value	26,849⁽¹⁷⁾		26,849	D
Ford Stock Units	⁽¹⁸⁾						⁽¹⁸⁾	⁽¹⁸⁾	Common Stock, $0.01 par value	2,686⁽¹⁸⁾		2,686⁽¹⁸⁾	D
Ford Stock Units	⁽¹⁹⁾						⁽¹⁹⁾	⁽¹⁹⁾	Common Stock, $0.01 par value	175,473⁽¹⁹⁾		175,473⁽¹⁹⁾	D
Ford Stock Units	⁽²⁰⁾						⁽²⁰⁾	⁽²⁰⁾	Common Stock, $0.01 par value	171,347⁽²⁰⁾		171,347⁽²⁰⁾	D

Explanation of Responses:

1. I disclaim beneficial ownership of these shares owned by my wife.

2. I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children.

3. I am one of five trustees of the voting trust. As shown, it holds 6,343,805 shares of Class B Stock for my benefit. I disclaim benefical ownership of any other shares of Class B Stock in said voting trust.

4. These shares are held in a grantor retained annuity trust of which I am the trustee.

5. I am one of five trustees of the voting trust. As shown, it holds 551,287 shares of Class B Stock for the benefit of my children. I disclaim benefical ownership of these shares.

6. I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.

7. I disclaim beneficial ownership of these shares held by my wife as trustee of this trust for the benefit of my descendants.

8. I am a trustee of the voting trust. As shown, it holds 186,964 shares of Common Stock for my benefit. I disclaim beneficial ownership of any other shares of Common Stock in said voting trust.

9. I disclaim beneficial ownership of these shares owned by my children.

10. 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.

11. 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.

12. This 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).

13. 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.

14. 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.

15. 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.

16. This option is 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.

17. This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/11/2005), 66% after two years, and in full after three years.

18. 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.

19. These 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 5, 2014.

20. These 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, 2015.

Remarks:

	Jerome F. Zaremba, Attorney-in-Fact	02/06/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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