Sec Form 4 Filing - Gayton Bradley M @ FORD MOTOR CO - 2017-05-23

FORM 4 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 Gayton Bradley M 2. Issuer Name and Ticker or Trading Symbol FORD MOTOR CO [ F] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) GVP and General Counsel (Last) (First) (Middle) ONE AMERICAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2017 (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 Common Stock, $0.01 par value 05/23/2017 I( 1 ) 18,099 A $ 11.05 41,980 I By Company Plan Common Stock, $0.01 par value 6,647 D

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 ( 2 ) 05/23/2017 I( 2 ) 7,186 ( 2 ) ( 2 ) Common Stock, $0.01 par value 7,186 ( 2 ) 7,186 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gayton Bradley M ONE AMERICAN ROAD DEARBORN, MI48126 GVP and General Counsel Signatures Jerome F. Zaremba,Attorney-in-Fact 05/25/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction, exempt under Rule 16b-3(f), involved an intra-plan transfer under the Company's Savings and Stock Investment Plan. ( 2 )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. The reported transaction involved an exchange into the Ford Stock Fund from an alternative investment account resulting in the acquisition of Ford Stock Fund Units. These Ford Stock Fund Units were acquired, without payment by me, using a Ford Stock Fund Unit crediting price of $3.98 per unit based on a market value Common Stock price of $11.05. 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 Unit and the then current market value of a share of Common Stock.

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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