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 MI 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)
03/03/2016
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)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 03/04/2016 M (1) 411,764 A (1) 552,435 D
Common Stock, $0.01 par value 03/04/2016 M (1) 36,026 A (1) 588,461 D
Common Stock, $0.01 par value 03/04/2016 F (2) 196,137 D $13.59 392,324 D
Common Stock, $0.01 par value 03/07/2016 M 1,890,000 A $2.84 (3) 2,282,324 D
Common Stock, $0.01 par value 03/07/2016 S 1,090,000 D $13.6011 (4) 1,192,324 D
Common Stock, $0.01 par value 108,248 I By Company Plan
Common Stock, $0.01 par value 12,412 I By Spouse (5)
Common Stock, $0.01 par value 55,798 I By Children (6)
Common Stock, $0.01 par value 60,843 I by Spouse as Trustee (7)
Common Stock, $0.01 par value 198,039 I By Trust-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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Ford Stock Units (1) 03/04/2016 M (1) 411,764 (1) (1) Common Stock, $0.01 par value 411,764 (1) 0 D
Ford Stock Units (1) 03/04/2016 M (1) 36,026 (1) (1) Common Stock, $0.01 par value 36,026 (1) 73,144 D
Ford Stock Units (9) 03/03/2016 A (9) 156,942 (9) (9) Common Stock, $0.01 par value 156,942 (9) 156,942 D
Employee Stock Option (Right to Buy) $2.84 03/07/2016 M (3) 1,890,000 (3) 03/26/2019 Common Stock, $0.01 par value 1,890,000 (3) 1,474,367 D
Explanation of Responses:
1. The reported transaction involved the conversion, without payment by me, of Ford Stock Units into shares of Common Stock under the Company's 2008 Long-Term Incentive Plan.
2. These shares were withheld by the Company to cover my income tax liability relating to a grant to me of Common Stock under the Company's 2008 Long-Term Incentive Plan.
3. 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).
4. The price shown is the weighted average sales price for the reported transaction. The range of prices at which common stock was sold for the reported transaction was $13.5700 to $13.6350. A breakdown of each transaction will be provided upon request.
5. I disclaim beneficial ownership of these shares owned by my wife.
6. I disclaim beneficial ownership of these shares owned by my children.
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 the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.
9. 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 to the extent of 33% after one year from the date of grant (03/03/2016), 66% after two years, and in full after three years.
Remarks:
Jerome F. Zaremba, Attorney-in-Fact 03/07/2016
** 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).
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