Sec Form 5 Filing - FORD WILLIAM CLAY JR @ FORD MOTOR CO - 2017-12-31

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) Exec. Chairman and Chairman (Last) (First) (Middle) FORD MOTOR COMPANY, ONE AMERICAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2017 (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 Class B Stock, $0.01 par value 02/13/2017 G V 1,115 A $ 0 92,472 I By Spouse ( 1 ) Class B Stock, $0.01 par value 02/13/2017 G V 10,039 D $ 0 8,992,560 I By Voting Trust ( 2 ) Class B Stock, $0.01 par value 02/14/2017 G V 318,955 A $ 0 9,311,515 I By Voting Trust ( 2 ) Class B Stock, $0.01 par value 03/06/2017 G V 1,115 A $ 0 9,312,630 I By Voting Trust ( 2 ) Class B Stock, $0.01 par value 02/13/2017 G V 8,924 A $ 0 2,118,873 I By Voting Trust-Children ( 3 ) Class B Stock, $0.01 par value 03/06/2017 G V 4,460 A $ 0 2,123,333 I By Voting Trust-Children ( 3 ) Class B Stock, $0.01 par value 02/14/2017 G V 318,955 D $ 0 368,523 I By Annuity Trust ( 4 ) Common Stock, $0.01 par value 123,942 I By Company Plan Common Stock, $0.01 par value 184,116 D Class B Stock, $0.01 par value 247,855 I by Spouse as Trustee ( 5 )

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 113,497 ( 6 ) 113,497 ( 6 ) D Employee Stock Option (Right to Buy) $ 15.37 ( 7 ) 03/03/2024 Common Stock, $0.01 par value 286,415 ( 7 ) 286,415 ( 7 ) D Employee Stock Option (Right to Buy) $ 12.75 ( 8 ) 03/03/2023 Common Stock, $0.01 par value 347,912 ( 8 ) 347,912 ( 8 ) D Employee Stock Option (Right to Buy) $ 12.46 ( 9 ) 03/04/2022 Common Stock, $0.01 par value 595,238 ( 9 ) 595,238 ( 9 ) D Employee Stock Option (Right to Buy) $ 14.76 ( 10 ) 03/02/2021 Common Stock, $0.01 par value 412,735 ( 10 ) 412,735 ( 10 ) D Employee Stock Option (Right to Buy) $ 12.98 ( 11 ) 08/04/2020 Common Stock, $0.01 par value 1,320,754 ( 11 ) 1,320,754 ( 11 ) D Employee Stock Option (Right to Buy) $ 12.69 ( 12 ) 03/02/2020 Common Stock, $0.01 par value 485,436 ( 12 ) 485,436 ( 12 ) D Employee Stock Option (Right to Buy) $ 2.84 ( 13 ) 03/26/2019 Common Stock, $0.01 par value 1,474,367 ( 13 ) 1,474,367 ( 13 ) D Ford Stock Units ( 14 ) ( 14 ) ( 14 ) Common Stock, $0.01 par value 3,248 ( 14 ) 3,248 ( 14 ) D Ford Stock Units ( 15 ) ( 15 ) ( 15 ) Common Stock, $0.01 par value 37,118 ( 15 ) 37,118 ( 15 ) D Ford Stock Units ( 16 ) ( 16 ) ( 16 ) Common Stock, $0.01 par value 105,152 ( 16 ) 105,152 ( 16 ) D Ford Stock Units ( 17 ) ( 17 ) ( 17 ) Common Stock, $0.01 par value 203,396 ( 17 ) 203,396 ( 17 ) 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 Exec. Chairman and Chairman Signatures Jerome F. Zaremba,Attorney-in-Fact 02/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )I disclaim beneficial ownership of these shares owned by my wife. ( 2 )I am one of four trustees of the voting trust. As shown, it holds 9,312,630 shares of Class B Stock for my benefit. I disclaim beneficial ownership of any other shares of Class B Stock in said voting trust. ( 3 )I am one of four trustees of the voting trust. As shown, it holds 2,123,333 shares of Class B Stock for the benefit of my children. I disclaim beneficial ownership of these shares. ( 4 )These shares are held in grantor retained annuity trusts of which I am the trustee. ( 5 )I disclaim beneficial ownership of these shares held by my wife as trustee of this trust for the benefit of my descendants. ( 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 (03/04/2014), 66% after two years, and in full after three years. ( 8 )This option became 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. ( 9 )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. ( 10 )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. ( 11 )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. ( 12 )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. ( 13 )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). ( 14 )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. ( 15 )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, 2018. ( 16 )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 51,791 shares on March 3, 2018 and 53,361 shares on March 3, 2019. ( 17 )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 (03/02/2017), 66% after two years, and in full after three years.

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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