SEC FORM 4

SEC Form 4

FORM 4

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

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).

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. Date of Earliest Transaction (Month/Day/Year)
02/05/2014

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 Following Reported Transaction(s) (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)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	02/05/2014		Z		186,964	D	$0.00	0	I	By Voting Trust⁽¹⁾
Common Stock, $0.01 par value	02/05/2014		Z		186,964	A	$0.00	1,208,311	D
Common Stock, $0.01 par value	02/05/2014		C		1,208,310	D	$0.00	1	D
Common Stock, $0.01 par value	02/05/2014		C		115,564	D	$0.00	0	I	By Annuity Trust⁽²⁾
Class B Stock, $0.01 par value	02/05/2014		C		115,564	A	$0.00	824,794	I	By Annuity Trust⁽²⁾
Class B Stock, $0.01 par value	02/05/2014		C		1,208,310	A	$0.00	7,552,115	I	By Voting Trust⁽³⁾
Class B Stock, $0.01 par value								74,189	I	By Spouse⁽⁴⁾
Class B Stock, $0.01 par value								551,287	I	By Voting Trust-Children⁽⁵⁾
Class B Stock, $0.01 par value								187,012	I	by Spouse as Trustee⁽⁶⁾
Common Stock, $0.01 par value								60,843	I	by Spouse as Trustee⁽⁶⁾
Common Stock, $0.01 par value								92,989	I	By Company Plan
Common Stock, $0.01 par value								12,412	I	By Spouse⁽⁴⁾
Common Stock, $0.01 par value								198,039	I	By Trust-Children⁽⁷⁾
Common Stock, $0.01 par value								44,891	I	By Children⁽⁸⁾

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)	Code	V	(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)

Explanation of Responses:

1. I am a trustee of the voting trust. As shown, it holds 0 shares of Common Stock for my benefit. I disclaim beneficial ownership of any other shares of Common Stock in said voting trust.

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

3. I am one of five trustees of the voting trust. As shown, it holds 7,552,115 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. I disclaim beneficial ownership of these shares owned by my wife.

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

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

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

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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