Edsel B Ford Ii Form 5 FORD MOTOR / EDSEL B FORD II ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

FORD EDSEL B II

(Last) (First) (Middle)

FORD MOTOR COMPANY

ONE AMERICAN ROAD

(Street)

DEARBORN MI 48126

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 at end of Issuer's Fiscal Year (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
Common Stock, $0.01 par value	02/04/2016		G	14,580	D	$0.00	125,518	D
Common Stock, $0.01 par value	03/23/2016		G	399,000	A	$0.00	525,120	D
Common Stock, $0.01 par value	04/13/2016		G	339,435	A	$0.00	864,555	D
Common Stock, $0.01 par value	04/21/2016		G	738,435	D	$0.00	126,120	D
Common Stock, $0.01 par value	12/27/2016		G	738,435	A	$0.00	877,021	D
Common Stock, $0.01 par value	12/28/2016		G	2,240	D	$0.00	874,781	D
Common Stock, $0.01 par value	02/04/2016		G	9,720	A	$0.00	867,044	I	By Trust-Children(1)
Common Stock, $0.01 par value	09/19/2016		G	35,688	A	$0.00	251,938	I	as Trustee-Remainder Trusts(2)
Common Stock, $0.01 par value	03/23/2016		G	399,000	D	$0.00	628,731	I	By Annuity Trust(3)
Common Stock, $0.01 par value	04/13/2016		G	339,435	D	$0.00	289,296	I	By Annuity Trust(3)
Common Stock, $0.01 par value	04/21/2016		G	738,435	A	$0.00	1,027,731	I	By Annuity Trust(3)
Common Stock, $0.01 par value	12/27/2016		G	738,435	D	$0.00	289,296	I	By Annuity Trust(3)
Class B Stock, $0.01 par value	03/14/2016		G	2,109	D	$0.00	2,133,526	I	By Voting Trust-Children(4)
Class B Stock, $0.01 par value	05/05/2016		G	2,101	D	$0.00	2,131,425	I	By Voting Trust-Children(4)
Class B Stock, $0.01 par value	12/30/2016		G	2,298	D	$0.00	2,129,127	I	By Voting Trust-Children(4)
Class B Stock, $0.01 par value							1,803,787	I	as Trustee-Remainder Trusts(2)
Class B Stock, $0.01 par value							80	I	By Voting Trust(5)
Class B Stock, $0.01 par value							32,508	I	By Spouse(6)
Class B Stock, $0.01 par value							1,269,672	I	as Trustee(7)
Common Stock, $0.01 par value							20,345	I	By Company Plan
Common Stock, $0.01 par value							24,321	I	By Spouse(6)
Common Stock, $0.01 par value							17,346	I	as Trustee(7)

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 (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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Ford Stock Units	(8)						(8)	(8)	Common Stock, $0.01 par value	141,577(8)		141,577(8)	D

Explanation of Responses:

1. I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.

2. I am the trustee of these trusts for the benefit of my children's children. I disclaim beneficial ownership of these shares.

3. These shares are held in a grantor retained annuity trust of which I am trustee.

4. I am one of four trustees of the voting trust. As shown, it holds 2,129,127 shares of Class B Stock for the benefit of my children. I disclaim beneficial ownership of these shares.

5. I am one of four trustees of the voting trust. As shown, it holds 80 shares of Class B Stock for my benefit. I disclaim beneficial ownership of any other shares of Class B Stock in said voting trust.

6. I disclaim beneficial ownership of these shares owned by my wife.

7. I am the trustee of this trust which holds these shares for the benefit of my children. I disclaim beneficial ownership of these shares.

8. 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.

Remarks:

	Jerome F. Zaremba, Attorney-in-Fact	02/09/2017
	** 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).
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