Sec Form 4 Filing - FORD WILLIAM CLAY JR @ FORD MOTOR CO - 2020-03-02

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 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) 03/02/2020 (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 03/02/2020 M( 1 ) 130,730 A 1,231,347 D Common Stock, $0.01 par value 03/02/2020 M( 1 ) 69,155 A 1,300,502 D Common Stock, $0.01 par value 03/02/2020 M( 2 ) 274,585 A 1,575,087 D Common Stock, $0.01 par value 03/02/2020 F( 3 ) 186,037 D $ 7.2 1,389,050 D Common Stock, $0.01 par value 03/03/2020 C( 4 ) 1,100,616 D $ 0 ( 4 ) 288,434 D Class B Stock, $0.01 par value 03/03/2020 C( 4 ) 1,100,616 A $ 0 ( 4 ) 10,661,387 I By Voting Trust - Individually ( 5 ) Class B Stock, $0.01 par value 95,532 I By Voting Trust - Spouse ( 6 ) Class B Stock, $0.01 par value 165,780 I By Voting Trust - Children ( 7 ) Class B Stock, $0.01 par value 230,570 I By Voting Trust - Annuity Trusts ( 8 ) Class B Stock, $0.01 par value 3,550,944 I By Voting Trust - As Trustee ( 9 ) Common Stock, $0.01 par value 153,908 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 Ford Stock Units ( 10 ) 03/02/2020 A( 10 ) 79 ( 10 ) ( 10 ) Common Stock, $0.01 par value 79 $ 0 ( 10 ) 3,798 D Ford Stock Units ( 1 ) 03/02/2020 M( 1 ) 69,155 ( 1 ) ( 1 ) Common Stock, $0.01 par value 69,155 ( 1 ) 0 D Ford Stock Units ( 1 ) 03/02/2020 M( 1 ) 130,730 ( 1 ) ( 1 ) Common Stock, $0.01 par value 130,730 ( 1 ) 134,693 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 03/04/2020 Signature of Reporting Person Date

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 Long-Term Incentive Plan. ( 2 )These shares were acquired under the Company's Long-Term Incentive Plan without payment by me and are a final award related to a 2017 performance-based restricted stock unit opportunity. ( 3 )These shares were withheld by the Company to cover my income tax liability relating to vesting of awards of Common Stock under the Company's Long-Term Incentive Plan. ( 4 )The reported transactions resulted from an exchange of Common Stock for Class B Stock on a one-for-one basis among holders of Class B Stock. ( 5 )I am one of four trustees of the voting trust. As shown, it holds 10,661,387 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. ( 6 )I am one of four trustees of the voting trust. As shown, it holds 95,532 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 ( 7 )I am one of four trustees of the voting trust. As shown, it holds 165,780 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. ( 8 )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. ( 9 )I am one of four trustees of the voting trust. As shown, it holds 3,550,944 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. ( 10 )These Ford Stock Units result from dividend equivalents credited to my account by the Company, without payment by me, 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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