FORD MOTOR CO — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2012-03-03

Reporting Person: Odell Stephen T (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-03	Common Stock, $0.01 par value	M	97094	—	Acquired	179519	Direct
2012-03-03	Common Stock, $0.01 par value	F	35494	$12.72	Disposed	144025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Employee Stock Option (Right to Buy)	$12.46	A	127551	Acquired	2022-03-04	Common Stock, $0.01 par value (127551)	Direct
2012-03-05	Ford Stock Units	$	A	37601	Acquired		Common Stock, $0.01 par value (37601)	Direct
2012-03-03	Ford Stock Units	$	M	87244	Disposed		Common Stock, $0.01 par value (87244)	Direct
2012-03-03	Ford Stock Units	$	M	9850	Disposed		Common Stock, $0.01 par value (9850)	Direct

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: 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 (03/05/2012), 66% after two years, and in full after three years.

F4: 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 March 5, 2014.