FORD MOTOR CO — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2013-03-03

Reporting Person: Odell Stephen T (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-03	Common Stock, $0.01 par value	M	4255	—	Acquired	150719	Direct
2013-03-03	Common Stock, $0.01 par value	M	16674	—	Acquired	167393	Direct
2013-03-03	Common Stock, $0.01 par value	F	8866	$12.61	Disposed	158527	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-03	Ford Stock Units	$	M	4255	Disposed		Common Stock, $0.01 par value (4255)	Direct
2013-03-03	Ford Stock Units	$	M	16674	Disposed		Common Stock, $0.01 par value (16674)	Direct
2013-03-04	Employee Stock Option (Right to Buy)	$12.75	A	119284	Acquired	2023-03-03	Common Stock, $0.01 par value (119284)	Direct
2013-03-04	Ford Stock Units	$	A	138343	Acquired		Common Stock, $0.01 par value (138343)	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 (03/04/2013), 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 4, 2015.