FORD MOTOR CO — Director's Dealing 2014

Feb 6, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-04	Class B Stock, $0.01 par value	G	2077	$0.00	Acquired	73193	Indirect
2013-01-18	Class B Stock, $0.01 par value	G	996	$0.00	Acquired	74189	Indirect
2013-08-26	Class B Stock, $0.01 par value	G	11179	$0.00	Disposed	0	Indirect
2013-01-04	Class B Stock, $0.01 par value	G	2077	$0.00	Acquired	6621769	Indirect
2013-01-18	Class B Stock, $0.01 par value	G	8964	$0.00	Disposed	6612805	Indirect
2013-12-04	Class B Stock, $0.01 par value	G	269000	$0.00	Disposed	6343805	Indirect
2013-12-04	Class B Stock, $0.01 par value	G	269000	$0.00	Acquired	709230	Indirect
2013-01-04	Class B Stock, $0.01 par value	G	6231	$0.00	Acquired	419152	Indirect
2013-01-18	Class B Stock, $0.01 par value	G	5976	$0.00	Acquired	425128	Indirect
2013-08-26	Class B Stock, $0.01 par value	G	126159	$0.00	Acquired	551287	Indirect
2013-12-04	Common Stock, $0.01 par value	G	359116	$0.00	Acquired	1286347	Direct
2013-12-13	Common Stock, $0.01 par value	G	265000	$0.00	Disposed	1021347	Direct
2013-10-25	Common Stock, $0.01 par value	G	19153	$0.00	Disposed	0	Indirect
2013-10-25	Common Stock, $0.01 par value	G	51610	$0.00	Acquired	198039	Indirect
2013-12-04	Common Stock, $0.01 par value	G	436279	$0.00	Disposed	115564	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	92768	Indirect
Common Stock, $0.01 par value	12412	Indirect
Common Stock, $0.01 par value	60843	Indirect
Common Stock, $0.01 par value	186964	Indirect
Common Stock, $0.01 par value	44891	Indirect
Class B Stock, $0.01 par value	187012	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
BEP Ford Stock Fund Units	$		Common Stock, $0.01 par value (42143)	42143	Direct
Employee Stock Option (Right to Buy)	$12.46	2022-03-04	Common Stock, $0.01 par value (595238)	595238	Direct
Employee Stock Option (Right to Buy)	$2.84	2019-03-26	Common Stock, $0.01 par value (3470000)	3470000	Direct
Employee Stock Option (Right to Buy)	$12.98	2020-08-04	Common Stock, $0.01 par value (1320754)	1320754	Direct
Employee Stock Option (Right to Buy)	$12.69	2020-03-02	Common Stock, $0.01 par value (485436)	485436	Direct
Employee Stock Option (Right to Buy)	$14.76	2021-03-02	Common Stock, $0.01 par value (412735)	412735	Direct
Employee Stock Option (Right to Buy)	$12.75	2023-03-03	Common Stock, $0.01 par value (347912)	347912	Direct
Employee Stock Option (Right to Buy)	$12.49	2015-03-10	Common Stock, $0.01 par value (26849)	26849	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (2686)	2686	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (175473)	175473	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (171347)	171347	Direct

Footnotes

F1: I disclaim beneficial ownership of these shares owned by my wife.

F2: I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children.

F3: I am one of five trustees of the voting trust. As shown, it holds 6,343,805 shares of Class B Stock for my benefit. I disclaim benefical ownership of any other shares of Class B Stock in said voting trust.

F4: These shares are held in a grantor retained annuity trust of which I am the trustee.

F5: I am one of five trustees of the voting trust. As shown, it holds 551,287 shares of Class B Stock for the benefit of my children. I disclaim benefical ownership of these shares.

F6: I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.

F7: I disclaim beneficial ownership of these shares held by my wife as trustee of this trust for the benefit of my descendants.

F8: 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.

F9: I disclaim beneficial ownership of these shares owned by my children.

F10: These Ford Stock Fund Units were credited to my account by the Company, without payment by me, in transactions exempt under Rule 16b-3(c), under the Company's Benefit Equalization Plan, and included in my most recent plan statement. In general, these Ford Stock Fund Units will be converted and distributed to me, without payment, in cash, following termination of employment, based on the then current price of a Ford Stock Fund Unit and the then current market value of a share of Common Stock.

F11: This option became 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.

F12: This option became exercisable to the extent of 33% of the shares optioned as of August 5, 2010, 66% of the shares optioned after two years from the date of grant (03/27/2009), and in full after three years from the date of grant (03/27/2009).

F13: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (08/05/2010), 66% after two years, and in full after three years.

F14: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/03/2010), 66% after two years, and in full after three years.

F15: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/03/2011), 66% after two years, and in full after three years.

F16: This 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.

F17: This option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/11/2005), 66% after two years, and in full after three years.

F18: These Ford Stock Units were acquired under the Company's Deferred Compensation Plan for Non-Employee Directors. In general, these Ford Stock Units will be converted and distributed to me, without payment, in cash, on January 10th of the year following termination of Board service, based upon the then current market value of a share of Common Stock.

F19: 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.

F20: 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.