Ford III Henry Form 5 Filed 2024-02-09

FORM 5

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐	Form 3 Holdings Reported
☐	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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1. Name and Address of Reporting Person ^*

Ford III Henry

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE AMERICAN ROAD

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

(Street)

DEARBORN, MI 48126

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting(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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Stock, $0.01 par value	12/18/2023		G	2,834	A	$ 0	1,097,184	I	By Voting Trust - Individually⁽¹⁾
Class B Stock, $0.01 par value	12/18/2023		G	8,502	A	$ 0	78,748	I	By Voting Trust - Spouse as Trustee⁽²⁾
Class B Stock, $0.01 par value							500,051	I	By Voting Trust - as Trustee⁽³⁾
Class B Stock, $0.01 par value							15,824	I	By Voting Trust - By Trust⁽⁴⁾
Common Stock, $0.01 par value							48,383	D
Common Stock, $0.01 par value							1,765	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	The voting trust holds 1,097,184 shares of Class B stock for my benefit. This balance reflects the transactions reported on this Form 5 and the final GRAT annuity payment on June 15, 2023 of 598,730 shares that resulted in a change of beneficial ownership from "By Voting Trust - Annuity Trust" to "By Voting Trust - Individually" in connection with the expiration of the GRAT term.
2.	The voting trust holds 78,748 shares of Class B stock for the benefit of trusts, of which my spouse is trustee, that benefit my family.
3.	The voting trust holds 500,051 shares of Class B stock for the benefit of a trust of which I am the trustee. This balance reflects the final GRAT distribution on June 15, 2023 of 500,051 shares that resulted in a change of beneficial ownership from "By Voting Trust - Annuity Trust" to "By Voting Trust - As Trustee" as a result of the expiration of the GRAT term.
4.	The voting trust holds 15,824 shares of Class B stock for the benefit of a trust of which I am a beneficiary.

	Signatures
	David J. Witten, Attorney-in-Fact	02/09/2024
	** 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).
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