FORD MOTOR CO — Director's Dealing 2012

Aug 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2012-08-05

Reporting Person: FORD WILLIAM CLAY JR (Director, Exec. Chairman and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-05	Common Stock, $0.01 par value	M	1786074	—	Acquired	5544136	Direct
2012-08-05	Common Stock, $0.01 par value	F	728719	$9.09	Disposed	4815417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-05	Ford Stock Units	$	M	1786074	Disposed		Common Stock, $0.01 par value (1786074)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	86642	Indirect
Common Stock, $0.01 par value	12412	Indirect
Common Stock, $0.01 par value	6245	Indirect
Common Stock, $0.01 par value	152594	Indirect
Common Stock, $0.01 par value	186964	Indirect

Footnotes

F1: The reported transaction involved the conversion, without payment by me, of Ford Stock Units into shares of Common Stock under the Company's 2008 Long-Term Incentive Plan.

F2: These shares were withheld by the Company to cover my income tax liability relating to a grant to me of Common Stock under the Company's 2008 Long-Term Incentive Plan.

F3: I disclaim beneficial ownership of these shares owned by my wife.

F4: I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children.

F5: I am the trustee of these trusts for three of my children. I disclaim beneficial ownership of these shares.

F6: I am a trustee of the voting trust. As shown, it holds 186,964 shares of Common Stock for my benefit. I disclaim beneficial ownership of any other shares of Common Stock in said voting trust.