Sec Form 5 Filing - FORD WILLIAM CLAY JR @ FORD MOTOR CO - 2021-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
FORD WILLIAM CLAY JR
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)
Executive Chair and Chair
(Last) (First) (Middle)
FORD MOTOR COMPANY, ONE AMERICAN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(Street)
DEARBORN, MI48126
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class B Stock, $0.01 par value 12/22/2021 G V 750 A $ 0 11,007,872 I By Voting Trust - Individually( 1 )
Class B Stock, $0.01 par value 06/23/2021 G V 3,250 D $ 0 173,791 I By Voting Trust - Children( 2 )
Class B Stock, $0.01 par value 12/20/2021 G V 4,653 A $ 0 178,444 I By Voting Trust - Children( 2 )
Class B Stock, $0.01 par value 12/20/2021 G V 7,757 D $ 0 170,687 I By Voting Trust - Children( 2 )
Class B Stock, $0.01 par value 12/22/2021 G V 2,250 A $ 0 172,937 I By Voting Trust - Children( 2 )
Class B Stock, $0.01 par value 12/22/2021 G V 1,500 D $ 0 171,437 I By Voting Trust - Children( 2 )
Class B Stock, $0.01 par value 12/22/2021 G V 750 A $ 0 3,954,239 I By Voting Trust - As Trustee( 3 )
Class B Stock, $0.01 par value 97,912 I By Voting Trust - Spouse( 4 )
Class B Stock, $0.01 par value 230,570 I By Voting Trust - Annuity Trusts( 5 )
Common Stock, $0.01 par value 2,156,271 D
Common Stock, $0.01 par value 159,472 I By Company Plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: 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
BEP Ford Stock Fund Units ( 6 ) ( 6 ) ( 6 ) Common Stock, $0.01 par value 210,015( 6 ) 210,015( 6 ) D
Employee Stock Option (Right to Buy) $ 6.19 ( 7 ) 07/05/2030 Common Stock, $0.01 par value 1,408,367( 7 ) 1,408,367( 7 ) D
Ford Stock Units ( 8 ) ( 8 ) ( 8 ) Common Stock, $0.01 par value 161,012( 8 ) 161,012( 8 ) D
Ford Stock Units ( 9 ) ( 9 ) ( 9 ) Common Stock, $0.01 par value 416,764( 9 ) 416,764( 9 ) D
Ford Stock Units ( 10 ) ( 10 ) ( 10 ) Common Stock, $0.01 par value 33,948( 10 ) 33,948( 10 ) D
Ford Stock Units ( 11 ) ( 11 ) ( 11 ) Common Stock, $0.01 par value 3,817( 11 ) 3,817( 11 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FORD WILLIAM CLAY JR
FORD MOTOR COMPANY
ONE AMERICAN ROAD
DEARBORN, MI48126
X Executive Chair and Chair
Signatures
Victoria Pool,Attorney-in-Fact 02/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )I am one of four trustees of the voting trust. As shown, it holds 11,007,872 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.
( 2 )I am one of four trustees of the voting trust. Following the transactions reported on this Form 5, it holds 171,437 shares of Class B stock for the benefit of my children. I disclaim beneficial ownership of these shares and 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 3,954,239 shares of Class B stock for the benefit of trusts, of which I am a trustee, that benefit my family. I disclaim beneficial ownership of any other shares of Class B stock in said voting trust, unless otherwise provided herein.
( 4 )I am one of four trustees of the voting trust. As shown, it holds 97,912 shares of Class B stock for the benefit of my spouse. I disclaim beneficial ownership of any other shares of Class B stock in said voting trust, unless otherwise provided herein.
( 5 )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.
( 6 )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.
( 7 )This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (07/06/2020) with the performance condition of the price of Ford stock closing on the New York Stock Exchange at $9.24 or higher for twenty consecutive business days during any period of the 10-year life of the options having been met prior to the first anniversary of the date of grant, and has been partially exercised. The remainder of the option will become exercisable in substantially equal annual installments on July 6, 2022 and July 6, 2023.
( 8 )These Ford Restricted Stock Units were acquired under the Company's Long-Term Incentive Plan without payment by me and will be converted and distributed to me, without payment, in shares of Common Stock on March 19, 2022.
( 9 )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 (03/04/2021), 66% after two years, and in full after three years.
( 10 )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 on March 4, 2022.
( 11 )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.

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