Ford Motor Form 4 / Catherine A. O'Callaghan 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^*

O'Callaghan Catherine A.

(Last)

(First)

(Middle)

ONE AMERICAN ROAD

(Street)

DEARBORN

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)
Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	03/04/2022		M⁽¹⁾		13,983	A	⁽¹⁾	43,292	D
Common Stock, $0.01 par value	03/04/2022		M⁽¹⁾		29,337	A	⁽¹⁾	72,629	D
Common Stock, $0.01 par value	03/04/2022		M⁽¹⁾		8,519	A	⁽¹⁾	81,148	D
Common Stock, $0.01 par value	03/04/2022		M⁽¹⁾		7,465	A	⁽¹⁾	88,613	D
Common Stock, $0.01 par value	03/04/2022		M⁽¹⁾		10,498	A	⁽¹⁾	99,111	D
Common Stock, $0.01 par value	03/04/2022		M⁽²⁾		29,639	A	⁽²⁾	128,750	D
Common Stock, $0.01 par value	03/04/2022		F⁽³⁾		46,741	D	$16.85	82,009	D
Common Stock, $0.01 par value	03/04/2022		M⁽⁴⁾		1,271	A	⁽⁴⁾	40,613	I	by Spouse⁽⁵⁾
Common Stock, $0.01 par value	03/04/2022		M⁽⁴⁾		943	A	⁽⁴⁾	41,556	I	by Spouse⁽⁵⁾
Common Stock, $0.01 par value	03/04/2022		M⁽⁴⁾		685	A	⁽⁴⁾	42,241	I	by Spouse⁽⁵⁾
Common Stock, $0.01 par value	03/04/2022		F⁽⁶⁾		483	D	$16.85	41,758	I	by Spouse⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Ford Stock Units	⁽¹⁾	03/04/2022		M⁽¹⁾			10,498	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	10,498	⁽¹⁾	0	D
Ford Stock Units	⁽¹⁾	03/04/2022		M⁽¹⁾			13,983	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	13,983	⁽¹⁾	14,407	D
Ford Stock Units	⁽¹⁾	03/04/2022		M⁽¹⁾			8,519	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	8,519	⁽¹⁾	17,298	D
Ford Stock Units	⁽¹⁾	03/04/2022		M⁽¹⁾			7,465	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	7,465	⁽¹⁾	0	D
Ford Stock Units	⁽⁷⁾	03/04/2022		A⁽⁷⁾		16,617		⁽⁷⁾	⁽⁷⁾	Common Stock, $0.01 par value	16,617	⁽⁷⁾	16,617	D
Ford Stock Units	⁽⁸⁾⁽⁹⁾	03/04/2021		A⁽⁸⁾⁽⁹⁾		58,675		⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock, $0.01 par value	58,675	⁽⁸⁾⁽⁹⁾	58,675	D
Ford Stock Units	⁽¹⁾	03/04/2022		M⁽¹⁾			29,337	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	29,337	⁽¹⁾	29,338	D
Ford Stock Units	⁽⁴⁾	03/04/2022		M⁽⁴⁾			943⁽¹⁰⁾	⁽⁴⁾	⁽⁴⁾	Common Stock, $0.01 par value	943⁽¹⁰⁾	⁽⁴⁾	0	I	by Spouse⁽¹¹⁾
Ford Stock Units	⁽⁴⁾	03/04/2022		M⁽⁴⁾			1,271⁽¹⁰⁾	⁽⁴⁾	⁽⁴⁾	Common Stock, $0.01 par value	1,271⁽¹⁰⁾	⁽⁴⁾	1,312	I	by Spouse⁽¹¹⁾
Ford Stock Units	⁽⁴⁾	03/04/2022		M⁽⁴⁾			685⁽¹⁰⁾	⁽⁴⁾	⁽⁴⁾	Common Stock, $0.01 par value	685⁽¹⁰⁾	⁽⁴⁾	1,392	I	by Spouse⁽¹¹⁾
Ford Stock Units	⁽¹²⁾	03/04/2022		A⁽¹²⁾		1,468		⁽¹²⁾	⁽¹²⁾	Common Stock, $0.01 par value	1,468	⁽¹²⁾	1,468	I	by Spouse⁽¹¹⁾

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 acquired under the Company's Long-Term Incentive Plan without payment by me and are a final award related to a 2019 performance-based restricted stock unit opportunity.

3. These shares were withheld by the Company to cover my income tax liability relating to the award vesting of Common Stock under the Company's Long-Term Incentive Plan.

4. The reported transaction involved the conversion, without payment by my spouse or me, of Ford Stock Units into shares of Common Stock under the Company's Long-Term Incentive Plan.

5. These shares are held by my spouse.

6. These shares were withheld by the Company to cover my spouse's income tax liability relating to vesting of awards of Common Stock under the Company's Long-Term Incentive Plan.

7. 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 (03/04/2022), 66% after two years, and in full after three years.

8. These Ford Restricted Stock Units were acquired under the Company's Long-Term Incentive Plan without payment by me. As reported on this Form 4, 29,337 of these Ford Stock Units were converted and distributed to me in shares of Common Stock, without payment, on March 4, 2022. The remainder will be converted and distributed to me in shares of Common Stock, without payment, on March 4, 2023.

9. The reported award was inadvertently omitted from the reporting person's Form 4 filed on March 8, 2021.

10. The balance shown includes additional units resulting from reinvestment of dividend equivalents.

11. These Ford Stock Units are held by my spouse.

12. These Ford Restricted Stock Units were acquired under the Company's Long-Term Incentive Plan without payment by my spouse or me. These Ford Restricted Stock Units will be converted and distributed to my spouse, without payment, in shares of Common Stock to the extent of 33% after one year from the date of grant (03/04/2022), 66% after two years, and in full after three years.

Remarks:

	Victoria Pool, Attorney-in-Fact	03/08/2022
	** 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.
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Ford Motor (F) Form 4FORD MOTOR / Catherine A. O'Callaghan ownership change