Annual Statement of Changes in Beneficial Ownership (5)
February 10 2021 - 4:25PM
Edgar (US Regulatory)
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0362
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 SymbolFORD 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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2020 |
(Street)
DEARBORN, MI 48126
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Class B Stock, $0.01 par value | 12/4/2020 | | G | 1605 | A | $0.00 | 97137 | I | By Voting Trust - Spouse (1) |
Class B Stock, $0.01 par value | 12/4/2020 | | G | 20871 | D | $0.00 | 11017088 | I | By Voting Trust - Individually (2) |
Class B Stock, $0.01 par value | 12/18/2020 | | G | 1666 | A | $0.00 | 11018754 | I | By Voting Trust - Individually (2) |
Class B Stock, $0.01 par value | 12/4/2020 | | G | 9633 | A | $0.00 | 175413 | I | By Voting Trust - Children (3) |
Class B Stock, $0.01 par value | 12/18/2020 | | G | 4998 | A | $0.00 | 180411 | I | By Voting Trust - Children (3) |
Class B Stock, $0.01 par value | 12/21/2020 | | G | 3370 | D | $0.00 | 177041 | I | By Voting Trust - Children (3) |
Class B Stock, $0.01 par value | 12/4/2020 | | G | 3211 | A | $0.00 | 3554155 | I | By Voting Trust - As Trustee (4) |
Class B Stock, $0.01 par value | 12/18/2020 | | G | 1666 | A | $0.00 | 3555821 | I | By Voting Trust - As Trustee (4) |
Class B Stock, $0.01 par value | | | | | | | 230570 | I | By Voting Trust - Annuity Trusts (5) |
Common Stock, $0.01 par value | | | | | | | 156957 | I | By Company Plan |
Common Stock, $0.01 par value | | | | | | | 1 | D | |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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/YYYY) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
BEP Ford Stock Fund Units | | | | | | | (6) | (6) | Common Stock, $0.01 par value | 196364 (6) | | 196364 (6) | D | |
Employee Stock Option (Right to Buy) | $12.46 | | | | | | (7) | 3/4/2022 | Common Stock, $0.01 par value | 595238 (7) | | 595238 (7) | D | |
Employee Stock Option (Right to Buy) | $14.76 | | | | | | (8) | 3/2/2021 | Common Stock, $0.01 par value | 412735 (8) | | 412735 (8) | D | |
Employee Stock Option (Right to Buy) | $15.37 | | | | | | (9) | 3/3/2024 | Common Stock, $0.01 par value | 286415 (9) | | 286415 (9) | D | |
Employee Stock Option (Right to Buy) | $12.75 | | | | | | (10) | 3/3/2023 | Common Stock, $0.01 par value | 347912 (10) | | 347912 (10) | D | |
Employee Stock Option (Right to Buy) | $6.19 | | | | | | (11) | 7/5/2030 | Common Stock, $0.01 par value | 2102040 (11) | | 2102040 (11) | D | |
Ford Stock Units | | | | | | | (12) | (12) | Common Stock, $0.01 par value | 3798 (12) | | 3798 (12) | D | |
Ford Stock Units | | | | | | | (13) | (13) | Common Stock, $0.01 par value | 317288 (13) | | 317288 (13) | D | |
Ford Stock Units | | | | | | | (14) | (14) | Common Stock, $0.01 par value | 134693 (14) | | 134693 (14) | D | |
Explanation of Responses: |
(1) | I am one of four trustees of the voting trust. As shown, it holds 97,137 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. |
(2) | I am one of four trustees of the voting trust. As shown, it holds 11,018,754 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. |
(3) | I am one of four trustees of the voting trust. As shown, it holds 177,041 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. |
(4) | I am one of four trustees of the voting trust. As shown, it holds 3,555,821 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. |
(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 (03/05/2012), 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 (03/03/2011), 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 (03/04/2014), 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 (03/04/2013), 66% after two years, and in full after three years. |
(11) | This option vests to the extent of 33% of the total award after one year from the date of grant (07/06/2020), 66% after two years, and in full after three years. In addition, the option will not be exercisable until the price of Ford stock closes 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. |
(12) | 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. |
(13) | 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 156,276 shares on March 19, 2021 and 161,012 shares on March 19, 2022. |
(14) | 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 2, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FORD WILLIAM CLAY JR FORD MOTOR COMPANY ONE AMERICAN ROAD DEARBORN, MI 48126 | X |
| Exec. Chairman and Chairman |
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Signatures
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Victoria Pool,
Attorney-in-Fact | | 2/10/2021 |
**Signature of Reporting Person | Date |
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