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)
12/31/2018

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
Class B Stock, $0.01 par value	06/25/2018		G	5,206	D	$0.00	927,387	I	By Voting Trust - Children(1)
Common Stock, $0.01 par value	12/20/2018		G	3,550	A	$0.00	579,211	I	as Trustee(2)
Common Stock, $0.01 par value	12/20/2018		G	28,400	D	$0.00	106,835	D
Common Stock, $0.01 par value	12/20/2018		G	7,100	A	$0.00	331,884	I	By Children(3)
Common Stock, $0.01 par value							23,101	I	By Company Plan
Common Stock, $0.01 par value							24,321	I	By Spouse(4)
Class B Stock, $0.01 par value							3,258,835	I	By Voting Trust - As Trustee(5)
Class B Stock, $0.01 par value							1,059,180	I	By Voting Trust - Individually(6)
Class B Stock, $0.01 par value							32,508	I	By Voting Trust - Spouse(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	160,284(8)		160,284(8)	D

Explanation of Responses:

1. I am one of four trustees of the voting trust. As shown, it holds 927,387 shares of Class B stock for the benefit of my children. I disclaim beneficial ownership of these shares.

2. I am a trustee of trusts that benefit my family.

3. I disclaim beneficial ownership of these shares owned by my children

4. These shares are owned by my wife.

5. I am one of four trustees of the voting trust. As shown, it holds 3,258,835 shares of Class B stock for the benefit of trusts, of which I am a trustee, that benefit my family.

6. I am one of four trustees of the voting trust. As shown, it holds 1,059,180 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.

7. I am one of four trustees of the voting trust. As shown, it holds 32,508 shares of Class B stock for the benefit of my spouse.

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	02/12/2019
	** 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).
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