FORD MOTOR CO — Director's Dealing 2016

Mar 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2016-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-04	Common Stock, $0.01 par value	M	411764	—	Acquired	552435	Direct
2016-03-04	Common Stock, $0.01 par value	M	36026	—	Acquired	588461	Direct
2016-03-04	Common Stock, $0.01 par value	F	196137	$13.59	Disposed	392324	Direct
2016-03-07	Common Stock, $0.01 par value	M	1890000	$2.84	Acquired	2282324	Direct
2016-03-07	Common Stock, $0.01 par value	S	1090000	$13.6011	Disposed	1192324	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-04	Ford Stock Units	$	M	411764	Disposed		Common Stock, $0.01 par value (411764)	Direct
2016-03-04	Ford Stock Units	$	M	36026	Disposed		Common Stock, $0.01 par value (36026)	Direct
2016-03-03	Ford Stock Units	$	A	156942	Acquired		Common Stock, $0.01 par value (156942)	Direct
2016-03-07	Employee Stock Option (Right to Buy)	$2.84	M	1890000	Disposed	2019-03-26	Common Stock, $0.01 par value (1890000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	108248	Indirect
Common Stock, $0.01 par value	12412	Indirect
Common Stock, $0.01 par value	55798	Indirect
Common Stock, $0.01 par value	60843	Indirect
Common Stock, $0.01 par value	198039	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: 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).

F4: The price shown is the weighted average sales price for the reported transaction. The range of prices at which common stock was sold for the reported transaction was $13.5700 to $13.6350. A breakdown of each transaction will be provided upon request.

F5: I disclaim beneficial ownership of these shares owned by my wife.

F6: I disclaim beneficial ownership of these shares owned by my children.

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

F9: 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 to the extent of 33% after one year from the date of grant (03/03/2016), 66% after two years, and in full after three years.