WILLIAM CLAY FORD JR - 31 Dec 2022 Form 5 Insider Report for FORD MOTOR CO (F)

Role
Executive Chair and Chair, Director
Signature
Victoria Pool, Attorney-in-Fact
Issuer symbol
F
Transactions as of
31 Dec 2022
Net transactions value
$0
Form type
5
Filing time
10 Feb 2023, 15:18:36 UTC
Previous filing
05 Dec 2022
Next filing
03 Mar 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction F Class B Stock, $0.01 par value Gift $0 -19,740 -0.14% $0.000000 13,599,732 26 Sep 2022 By Voting Trust - Individually F1
transaction F Class B Stock, $0.01 par value Gift $0 +1,220 +0.01% $0.000000 13,686,661 15 Dec 2022 By Voting Trust - Individually F1
transaction F Class B Stock, $0.01 par value Gift $0 +1,316 +1.3% $0.000000 99,228 26 Sep 2022 By Voting Trust - Spouse F2
transaction F Class B Stock, $0.01 par value Gift $0 -1,975 -1.1% $0.000000 176,764 15 Aug 2022 By Voting Trust - Children F3
transaction F Class B Stock, $0.01 par value Gift $0 +7,896 +4.5% $0.000000 184,660 26 Sep 2022 By Voting Trust - Children F3
transaction F Class B Stock, $0.01 par value Gift $0 +3,660 +2% $0.000000 188,320 15 Dec 2022 By Voting Trust - Children F3
transaction F Class B Stock, $0.01 par value Gift $0 +2,632 +0.06% $0.000000 4,224,568 26 Sep 2022 By Voting Trust - As Trustee F4
transaction F Class B Stock, $0.01 par value Gift $0 +1,220 +0.03% $0.000000 4,225,788 15 Dec 2022 By Voting Trust - As Trustee F4
holding F Class B Stock, $0.01 par value 144,861 31 Dec 2022 By Voting Trust - Annuity Trusts F5
holding F Common Stock, $0.01 par value 1 31 Dec 2022 Direct
holding F Common Stock, $0.01 par value 168,959 31 Dec 2022 By Company Plan

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding F BEP Ford Stock Fund Units 229,375 31 Dec 2022 Common Stock, $0.01 par value 229,375 Direct F6
holding F Employee Stock Option (Right to Buy) 1,408,367 31 Dec 2022 Common Stock, $0.01 par value 1,408,367 $6.19 Direct F7
holding F Ford Stock Units 279,232 31 Dec 2022 Common Stock, $0.01 par value 279,232 Direct F8
holding F Ford Stock Units 291,988 31 Dec 2022 Common Stock, $0.01 par value 291,988 Direct F9
holding F Ford Stock Units 3,948 31 Dec 2022 Common Stock, $0.01 par value 3,948 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 I am one of four trustees of the voting trust. At the date of this Form 5, it holds 13,686,661 shares of Class B stock for my benefit. This balance reflects the transactions reported on this Form 5 and the November 14, 2022 GRAT annuity payment of 85,709 shares that resulted in a change of beneficial ownership from "By Voting Trust - Annuity Trusts" to "By Voting Trust - Individually". I disclaim beneficial ownership of any other shares of Class B stock in said voting trust, unless otherwise provided herein.
F2 I am one of four trustees of the voting trust. As shown, it holds 99,228 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.
F3 I am one of four trustees of the voting trust. Following the transactions reported on this Form 5, it holds 188,320 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.
F4 I am one of four trustees of the voting trust. Following the transactions reported on this Form 5, it holds 4,225,788 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.
F5 I am one of four trustees of the voting trust. As shown, it holds 144,861 shares of Class B stock for the benefit of grantor retained annuity trusts of which I am the trustee. This balance reflects the November 14, 2022 GRAT annuity payment of 85,709 shares that resulted in a change of beneficial ownership from "By Voting Trust - Annuity Trusts" to "By Voting Trust - Individually". I disclaim beneficial ownership of any other shares of Class B stock in said voting trust, unless otherwise provided herein.
F6 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 plan statement as of December 31, 2022. 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.
F7 This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (07/06/2020) and 66% of the shares optioned after two years from the date of grant, 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 on July 6, 2023.
F8 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 137,532 shares on March 4, 2023 and 141,700 shares on March 4, 2024.
F9 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 (03/04/2022), 66% after two years, and in full after three years.
F10 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.