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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-03	Common Stock, $0.01 par value	M	253742	—	Acquired	4444866	Direct
2013-03-03	Common Stock, $0.01 par value	F	117229	$12.61	Disposed	4327637	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-03	Ford Stock Units	$	M	253742	Disposed		Common Stock, $0.01 par value (253742)	Direct
2013-03-04	Ford Stock Units	$	A	171347	Acquired		Common Stock, $0.01 par value (171347)	Direct
2013-03-04	Employee Stock Option (Right to Buy)	$12.75	A	347912	Acquired	2023-03-03	Common Stock, $0.01 par value (347912)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	89479	Indirect
Common Stock, $0.01 par value	12412	Indirect
Common Stock, $0.01 par value	60843	Indirect
Common Stock, $0.01 par value	19153	Indirect
Common Stock, $0.01 par value	186964	Indirect
Common Stock, $0.01 par value	551843	Indirect
Common Stock, $0.01 par value	44891	Indirect
Common Stock, $0.01 par value	146429	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 trustee of this trust for the benefit of my descendants.

F5: I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children.

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.

F7: These shares are held in a grantor retained annuity trust of which I am the trustee.

F8: I disclaim beneficial ownership of these shares owned by my children.

F9: I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.

F10: 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.

F11: 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.