Ford Motor (F) Form 4 FORD MOTOR / Bradley M Gayton ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Gayton Bradley M

(Last) (First) (Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
GVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018

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 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	03/02/2018		M(1)		13,033	A	(1)	19,680	D
Common Stock, $0.01 par value	03/02/2018		F(2)		7,462	D	$10.4	12,218	D
Common Stock, $0.01 par value	03/03/2018		M(1)		4,143	A	(1)	16,361	D
Common Stock, $0.01 par value	03/04/2018		M(1)		2,927	A	(1)	19,288	D
Common Stock, $0.01 par value	03/04/2018		A(3)		6,197	A	(3)	25,485	D
Common Stock, $0.01 par value								55,622	I	By Company Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Ford Stock Units	(1)	03/04/2018		M(1)			2,927	(1)	(1)	Common Stock, $0.01 par value	2,927	(1)	0	D
Ford Stock Units	(1)	03/03/2018		M(1)			4,143	(1)	(1)	Common Stock, $0.01 par value	4,143	(1)	4,269	D
Ford Stock Units	(1)	03/02/2018		M(1)			13,033	(1)	(1)	Common Stock, $0.01 par value	13,033	(1)	26,461	D
Ford Stock Units	(4)	03/02/2018		A(4)		111,538		(4)	(4)	Common Stock, $0.01 par value	111,538	(4)	111,538	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 March 2, 2018, March 3, 2018, and March 4, 2018 vesting of awards of Common Stock under the Company's Long-Term Incentive Plan. The amount withheld for taxes for each award was determined using the closing price of Ford stock on March 2, 2018.

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 2015 performance-based restricted stock unit opportunity.

4. 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 (03/02/2018), 66% after two years, and in full after three years.

Remarks:

	Jerome F. Zaremba, Attorney-in-Fact	03/06/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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