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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FARLEY JR JAMES D
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2024
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 03/03/2024 M(1) 163,889 A (1) 2,152,832 D
Common Stock, $0.01 par value 03/04/2024 M(2) 1,438,390 A (2) 3,591,222 D
Common Stock, $0.01 par value 03/04/2024 M(1) 113,590 A (1) 3,704,812 D
Common Stock, $0.01 par value 03/04/2024 M(1) 163,018 A (1) 3,867,830 D
Common Stock, $0.01 par value 03/04/2024 F 807,149 D $12.45(3) 3,060,681 D
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 (4) 03/04/2024 A(4) 509,890 (4) (4) Common Stock, $0.01 par value 509,890 (4) 509,890 D
Ford Stock Units (1) 03/03/2024 M(1) 163,889 (1) (1) Common Stock, $0.01 par value 163,889 (1) 332,747 D
Ford Stock Units (1) 03/04/2024 M(1) 113,590 (1) (1) Common Stock, $0.01 par value 113,590 (1) 117,033 D
Ford Stock Units (1) 03/04/2024 M(1) 163,018 (1) (1) Common Stock, $0.01 par value 163,018 (1) 0 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 acquired under the Company's Long-Term Incentive Plan without payment by me and are a final award related to a 2021 performance-based restricted stock unit opportunity.
3. These shares were withheld by the Company to cover my income tax liability relating to March 3, 2024 and March 4, 2024 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, 2024.
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 (03/04/2024), 66% after two years, and in full after three years.
Remarks:
Blair F. Petrillo, Attorney-in-Fact 03/05/2024
** 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.
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 Number.

POWER OF ATTORNEY
I hereby constitute and appoint each of Douglas J. Cropsey, Jonathan E. Osgood, Blair F. Petrillo, Brandon M. Warrington, David J. Witten, and Claire B. Ziegeler as my true and lawful attorney-in-fact, effective immediately, to:
1.Do anything on my behalf that is necessary or desirable to prepare, complete, and file Forms 3, 4, 5, and 144, and any amendment to those Forms, with the United States Securities and Exchange Commission (“SEC”) and any stock exchange or similar authority, and any other documents required of me under Section 16 of the Securities Exchange Act of 1934, as Amended (“Section 16”), or Rule 144 under the Securities Act of 1933 (“Rule 144”), including completing and executing a Uniform Application for Access Codes to File on Edgar on Form ID;
2.Execute such Forms or other documents or any amendments to those Forms or other documents for me in my name and file such Forms and amendments with the SEC and any stock exchange or similar authority as required by law or rule on my behalf; and
3.Take any other action in connection with those Forms or other documents or amendments that may be legally required or appropriate, in the opinion of the attorney-in-fact taking the action.
I give each attorney-in-fact the power and authority to do anything that is required or appropriate in using his or her powers as attorney-in-fact, to the extent that I could act if I were personally present, with full power of substitution. I agree to, ratify, and confirm everything these attorneys-in-fact (including substitutes for them) do under this Power of Attorney that is consistent with its terms. I acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is Ford Motor Company (the “Company”) assuming, any of my responsibilities to comply with Section 16 or Rule 144.
This Power of Attorney shall remain in effect until I have notified you in writing of its termination or it is superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date; provided that, in the event any attorney-in-fact listed herein ceases to be an employee of the Company, this Power of Attorney shall cease to have effect in relation to such attorney-in-fact upon such cessation but shall continue to be in full force and effect in relation to any remaining attorney-in-fact.


Signed: /s/ James D. Farley, Jr.
James D. Farley, Jr.

January 19, 2024





POWER OF ATTORNEY
I hereby constitute and appoint each of Douglas J. Cropsey, Jonathan E. Osgood, Blair F. Petrillo, Brandon M. Warrington, David J. Witten, and Claire B. Ziegeler as my true and lawful attorney-in-fact, effective immediately, to:
1.Do anything on my behalf that is necessary or desirable to prepare, complete, and file Forms 3, 4, 5, and 144, and any amendment to those Forms, with the United States Securities and Exchange Commission (“SEC”) and any stock exchange or similar authority, and any other documents required of me under Section 16 of the Securities Exchange Act of 1934, as Amended (“Section 16”), or Rule 144 under the Securities Act of 1933 (“Rule 144”), including completing and executing a Uniform Application for Access Codes to File on Edgar on Form ID;
2.Execute such Forms or other documents or any amendments to those Forms or other documents for me in my name and file such Forms and amendments with the SEC and any stock exchange or similar authority as required by law or rule on my behalf; and
3.Take any other action in connection with those Forms or other documents or amendments that may be legally required or appropriate, in the opinion of the attorney-in-fact taking the action.
I give each attorney-in-fact the power and authority to do anything that is required or appropriate in using his or her powers as attorney-in-fact, to the extent that I could act if I were personally present, with full power of substitution. I agree to, ratify, and confirm everything these attorneys-in-fact (including substitutes for them) do under this Power of Attorney that is consistent with its terms. I acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is Ford Motor Company (the “Company”) assuming, any of my responsibilities to comply with Section 16 or Rule 144.
This Power of Attorney shall remain in effect until I have notified you in writing of its termination or it is superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date; provided that, in the event any attorney-in-fact listed herein ceases to be an employee of the Company, this Power of Attorney shall cease to have effect in relation to such attorney-in-fact upon such cessation but shall continue to be in full force and effect in relation to any remaining attorney-in-fact.


Signed: /s/ James D. Farley, Jr.
James D. Farley, Jr.

January 19, 2024




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