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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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 9.68 | 08/05/2010 | M(3) | 47,934 | (3) | 09/29/2012 | Common Stock, $0.01 par value | 47,934 | (3) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 9.44 | 08/05/2010 | M(4) | 45,214 | (4) | 12/30/2012 | Common Stock, $0.01 par value | 45,214 | (4) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 9.82 | 08/05/2010 | M(5) | 1,360,000 | (5) | 01/02/2013 | Common Stock, $0.01 par value | 1,360,000 | (5) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 7.4 | 08/05/2010 | M(6) | 138,050 | (6) | 03/30/2013 | Common Stock, $0.01 par value | 138,050 | (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 11.09 | 08/05/2010 | M(7) | 107,759 | (7) | 06/29/2013 | Common Stock, $0.01 par value | 107,759 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 10.78 | 08/05/2010 | M(8) | 73,897 | (8) | 09/29/2013 | Common Stock, $0.01 par value | 73,897 | (8) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 12.98 | 08/05/2010 | A(18) | 1,320,754 | (18) | 08/04/2020 | Common Stock, $0.01 par value | 1,320,754 | (18) | 1,320,754 | D | ||||
| Employee Stock Option (Right to Buy) | $ 2.84 | 03/27/2009 | A(19) | 3,470,000 | (19) | 03/26/2019 | Common Stock, $0.01 par value | 3,470,000 | (19) | 3,470,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 12.69 | 03/03/2010 | A(20) | 485,436 | (20) | 03/02/2020 | Common Stock, $0.01 par value | 485,436 | (20) | 485,436 | D | ||||
| Ford Stock Units | (21) | 08/05/2010 | A(21) | 1,786,074 | (21) | (21) | Common Stock, $0.01 par value | 1,786,074 | (21) | 1,786,074 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FORD WILLIAM CLAY JR FORD MOTOR COMPANY ONE AMERICAN ROAD DEARBORN, MI 48126 |
X | Exec. Chairman and Chairman | ||
| Jerome F. Zaremba, Attorney-in-Fact | 08/06/2010 | |
| **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 transactions resulted from an exchange of Common Stock for Class B stock on a one-for-one basis within the Ford Family. |
| (2) | The price shown is the weighted average sales price for the reported transaction. The range of prices at which common stock was sold for the reported transaction was $12.900 to $13.025. A breakdown of each transaction will be provided upon request. |
| (3) | The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (09/30/2002), 66% after two years, and in full after three years. |
| (4) | The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (12/31/2002), 66% after two years, and in full after three years. |
| (5) | The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (01/03/2003), 66% after two years, and in full after three years. |
| (6) | The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/31/2003), 66% after two years, and in full after three years. |
| (7) | The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (06/30/2003), 66% after two years, and in full after three years. |
| (8) | The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (09/30/2003), 66% after two years, and in full after three years. |
| (9) | The price shown is the weighted average sales price for the reported transaction. The range of prices at which common stock was sold for the reported transaction was $12.900 to $13.020. A breakdown of each transaction will be provided upon request. |
| (10) | The reported transaction involves a gift totaling 77,000 shares of Common Stock to the William Clay Ford, Jr. Scholarship Program. |
| (11) | The reported transaction involved the deposit of directly held Common Stock into a voting trust. |
| (12) | The reported transaction involved the withdrawal of indirectly held Common Stock from a voting trust. |
| (13) | I am a trustee of the voting trust. The shares of Common Stock shown are held for my benefit. I disclaim beneficial ownership of any other shares of Common Stock in said voting trust. |
| (14) | I disclaim beneficial ownership of these shares owned by my wife. |
| (15) | I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children. |
| (16) | I am one of five trustees of the voting trust. As shown, it holds 377,806 shares of Class B Stock for the benefit of three of my children. I disclaim benefical ownership of these shares. |
| (17) | I am the trustee of these trusts for three of my children. I disclaim beneficial ownership of these shares. |
| (18) | This option was granted under the Company's 2008 Long-Term Incentive Plan without payment by me. The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant (08/05/2010), 66% after two years, and in full after three years. |
| (19) | This option was granted under the Company's 2008 Long-Term Incentive Plan without payment by me. The option is exercisable on the later to occur of the following: (i) 33% of the shares optioned after one year from the date of grant (03/27/2009), 66% after two years, and in full after three years; and (ii) the date when the Company's Compensation Committee of the Board of Directors determines that the Company's global Automotive sector has achieved full-year profitability, excluding special items. Effective August 5, 2010, the Compensation Committee of the Board of Directors determined that such condition had been met. Consequently, 33% of the options are exercisable as of August 5, 2010, 66% of the options will become exercisable on March 27, 2011, and all options will become exercisable on March 27, 2012. |
| (20) | This option was granted under the Company's 2008 Long-Term Incentive Plan without payment by me. The option is exercisable on the later to occur of the following: (i) 33% of the shares optioned after one year from the date of grant (03/03/2010), 66% after two years, and in full after three years; and (ii) the date when the Company's Compensation Committee of the Board of Directors determines that the Company's global Automotive sector has achieved full-year profitability, excluding special items. Effective August 5, 2010, the Compensation Committee of the Board of Directors determined that such condition had been met. Consequently, 33% of the options will become exercisable on March 3, 2011, 66% of the options will become exercisable on March 3, 2012, and all options will become exercisable on March 3, 2013. |
| (21) | These Ford Restricted Stock Units were acquired under the Company's 2008 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 on August 5, 2012. |