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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Ford Stock Units | (1) | 03/03/2019 | M(1) | 4,269 | (1) | (1) | Common Stock, $0.01 par value | 4,269 | (1) | 0 | D | ||||
Ford Stock Units | (1) | 03/02/2019 | M(1) | 13,033 | (1) | (1) | Common Stock, $0.01 par value | 13,033 | (1) | 13,428 | D | ||||
Ford Stock Units | (1) | 03/02/2019 | M(1) | 36,807 | (1) | (1) | Common Stock, $0.01 par value | 36,807 | (1) | 74,731 | D | ||||
Ford Stock Units | (5) | 03/04/2019 | A(5) | 108,967 | (5) | (5) | Common Stock, $0.01 par value | 108,967 | (5) | 108,967 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gayton Bradley M ONE AMERICAN ROAD DEARBORN, MI 48126 |
CAO and General Counsel |
Jerome F. Zaremba, Attorney-in-Fact | 03/05/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(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) | The balance shown includes 2,108 shares acquired from an in-kind transfer from the reporting person's 401k account to his personal IRA and Roth IRA accounts. |
(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 2016 performance-based restricted stock unit opportunity. |
(4) | These shares were withheld by the Company to cover my income tax liability relating to March 2, 2019 and March 3, 2019 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 1, 2019. |
(5) | 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 (03/04/2019), 66% after two years, and in full after three years. |