Executive Chair and Chair Ford William Clay Jr converted options into 704,213 shares, covered exercise/tax liability with 291,332 shares and received a gift of 4,146 units of Class B Stock, increasing direct ownership by 45% to 1,336,413 units (SEC Form 4)
$F
Auto Manufacturing
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FORD MOTOR CO [ F ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/03/2025 | M(1) | 127,761 | A | (1) | 1,051,293 | D | |||
| Common Stock, $0.01 par value | 03/03/2025 | F(2) | 39,997 | D | $9.55(2) | 1,011,296 | D | |||
| Common Stock, $0.01 par value | 03/04/2025 | M(3) | 346,005 | A | (3) | 1,357,301 | D | |||
| Common Stock, $0.01 par value | 03/04/2025 | M(1) | 99,276 | A | (1) | 1,456,577 | D | |||
| Common Stock, $0.01 par value | 03/04/2025 | M(1) | 131,171 | A | (1) | 1,587,748 | D | |||
| Common Stock, $0.01 par value | 03/04/2025 | F(4) | 251,335 | D | $9.39(4) | 1,336,413 | D | |||
| Class B Stock, $0.01 par value | 03/04/2025 | G | 2,073 | A | $0 | 14,203,515(5) | I | By Voting Trust - Individually(5) | ||
| Class B Stock, $0.01 par value | 03/04/2025 | G | 2,073 | A | $0 | 3,768,414 | I | By Voting Trust - As Trustee(6) | ||
| Class B Stock, $0.01 par value | 102,353 | I | By Voting Trust - Spouse(7) | |||||||
| Common Stock, $0.01 par value | 215,543 | I | By Company Plan | |||||||
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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 Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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 Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: 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 | (8) | 03/03/2025 | A(8) | 146 | (8) | (8) | Common Stock, $0.01 par value | 146 | $0(8) | 4,812 | D | ||||
| Ford Stock Units | (1) | 03/03/2025 | M(1) | 127,761 | (1) | (1) | Common Stock, $0.01 par value | 127,761 | (1) | 131,633 | D | ||||
| Ford Stock Units | (1) | 03/04/2025 | M(1) | 99,276 | (1) | (1) | Common Stock, $0.01 par value | 99,276 | (1) | 0 | D | ||||
| Ford Stock Units | (1) | 03/04/2025 | M(1) | 131,171 | (1) | (1) | Common Stock, $0.01 par value | 131,171 | (1) | 266,317 | D | ||||
| Ford Stock Units | (9) | 03/04/2025 | A(9) | 555,263 | (9) | (9) | Common Stock, $0.01 par value | 555,263 | (9) | 555,263 | D | ||||
| 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 withheld by the Company to cover my income tax liability relating to the partial vesting and settlement into Common Stock of a previously disclosed 2023 RSU grant under the Company's Long-Term Incentive Plan. |
| 3. These shares were acquired under the Company's Long-Term Incentive Plan without payment by me and are a final award related to a 2022 performance-based restricted stock unit award. |
| 4. These shares were withheld by the Company to cover my income tax liability relating to the partial vesting and settlement into Common Stock of previously disclosed 2022 and 2024 RSU grants and the final vesting and settlement of a 2022 performance-based restricted stock unit award under the Company's Long-Term Incentive Plan. |
| 5. I am one of four trustees of the voting trust. The voting trust holds 14,203,515 shares of Class B stock for the benefit of a trust 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. This balance reflects a final trust distribution on February 20, 2025 of 5,814 shares that resulted in a change of beneficial ownership from "By Voting Trust - Annuity Trust" to "By Voting Trust - Individually" as a result of the expiration of the trust term. |
| 6. I am one of four trustees of the voting trust. As shown, it holds 3,768,414 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. |
| 7. I am one of four trustees of the voting trust. As shown, it holds 102,353 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. |
| 8. 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. |
| 9. 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 (03/04/2025), 66% after two years, and in full after three years. |
| Remarks: |
| Blair F. Petrillo, Attorney-in-Fact | 03/05/2025 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||