SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of August, 2014

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F      X        Form 40-F             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Material Contained in this Report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 20, 2014

[Reference Translation]

August 20, 2014

To Whom It May Concern:

Notice Concerning Disposition of Treasury Stock by way of

Third-party Allotment

Toyota Motor Corporation (“TMC”) resolved at a meeting of the board of directors held on August 20, 2014 the terms of the disposition of treasury stock by way of third-party allotment, which disposition was resolved, subject to the approval at the ordinary general shareholders’ meeting in June 2014, at the meeting of the board of directors on March 26, 2014. The delegation to the board of directors of the power to decide the terms of such disposition was approved, pursuant to Articles 199 and 200 of the Corporation Law, at the ordinary general shareholders’ meeting held on June 17, 2014.

Details

1

TMC resolved at a meeting of its board of directors held on March 26, 2014 to establish TOYOTA MOBILITY FOUNDATION, a General Incorporated Foundation (the “Foundation”).

Since our incorporation, we have conducted business based on our basic philosophy of contributing to “building a better society through cars,” and we have responded to social issues in various regions through social contribution activities such as environmental protection, traffic safety and human resource development focusing on the monozukuri spirit of conscientious manufacturing.

We believe that the Foundation, with the mission of contributing to “building a better mobility society,” will play a role in integrating the efforts toward “better communities and better societies” that enrich people’s lives by promoting the activities of NPOs and research institutions globally and stably, with a focus on contributing to the public interest in areas relating to our business.

In order for the Foundation to conduct its business activities, TMC will establish a trust (the “Trust”) with Sumitomo Mitsui Trust Bank, Limited as trustee, Japan Trustee Services Bank, Ltd. (TOYOTA MOBILITY FOUNDATION Account) as sub-trustee and the Foundation as beneficiary. The Trust will subscribe to purchase shares of our stock. The Trust will pay trust proceeds earned from dividends, etc. on our stock to the Foundation, and the Foundation will fund its activities based on such trust proceeds.

The disposition of our treasury stock will be made to the Trust, which is being established to provide funding for activities of the Foundation.

The full amount of the above-stated estimated net proceeds is to be applied towards the costs relating to the establishment of the Foundation on or after the date of payment.

The proceeds will be applied to expenses, such as attorneys’ fees, incurred in connection with considering the establishment of the Foundation. Each of those expenses is necessary for the establishment of the Foundation, and in light of the Foundation’s activities, etc., we believe that our use of proceeds is reasonable.

2

We believe that the Foundation, with the mission of contributing to “building a better mobility society,” will play a role in integrating the efforts toward “better communities and better societies” that enrich people’s lives by promoting the activities of NPOs and research institutions globally and stably, with a focus on contributing to the public interest in areas relating to our business. Furthermore, the Foundation is expected to continuously carry out multiple programs, such as the resolution of disparities in mobility and the development of the automobile industry in developing or underdeveloped countries, and activities such as the research of cutting-edge technology or systems in developed countries, over several years based on dividends on our stock. We believe that these social contribution activities will advance TMC’s interest in the medium- to long-term. Also, the disposition of treasury stock is for the purpose of funding the activities of the Foundation, and the amount of proceeds will be allocated to the costs relating to the establishment of the Foundation as described in 3.(2) above. Therefore, we believe that the price of disposition of 1 yen per share is reasonable. In addition, since the disposition of treasury stock qualifies as an offering at a favorable price to the Foundation, the delegation to the board of directors of the power to decide the terms of the disposition of treasury stock was proposed, pursuant to Articles 199 and 200 of the Corporation Law, and approved at the ordinary general shareholders’ meeting held on June 17, 2014.

Through the Foundation, we aim to make an impact on society and expect to continuously carry out multiple programs over several years, such as the resolution of disparities in mobility and the development of the automobile industry in developing or underdeveloped countries and activities such as the research of cutting-edge technology or systems in developed countries. We believe that the number of shares to be disposed, which will fund the activities of the Foundation, is at a reasonable size to implement such multiple programs concurrently and stably. Moreover, since, under the structure of the Trust, it is not currently expected that large amounts of the treasury stock to be disposed will be sold into the market, and thus the impact on the secondary market triggered by the disposition of treasury stock will be small, we believe that the number of shares to be disposed is at a reasonable level.

In addition to the above, since the extent of dilution of our shares triggered by the disposition of treasury stock is small, representing 0.88% (rounded to the second decimal place) of the total number of issued shares, and since we are implementing measures to mitigate the dilution of our shares, namely the planned repurchase of shares of our common stock in a number that exceeds the number of treasury stock to be disposed and actual repurchase in accordance with such plan (as previously announced on June 17, 2014 (“Notice Concerning the Determination of Matters Relating to the Repurchase of Shares of our Common Stock”), August 4, 2014 (“Notice Concerning the Status of the Repurchase of Shares of our Common Stock”) and August 8, 2014 (“Notice Concerning the Status of the Repurchase of Shares of our Common Stock”)), we determined that the extent of dilution of shares will be reasonable.

3

Japan Trustee Services Bank, Ltd. (TOYOTA MOBILITY FOUNDATION Account)

		We have confirmed that neither the trustee nor the sub-trustee has any relationship with organized crime groups, etc. (A “Confirmation that the subscriber has no relationship with organized crime groups” has been submitted.)

4

In order to achieve the purposes described under “2. Purpose and reason for disposition” above, we determined that Sumitomo Mitsui Trust Bank, Limited was most suitable due to its abundant track record and experience, and selected the Trust, the trustee of which will be Sumitomo Mitsui Trust Bank, Limited and the sub-trustee of which will be Japan Trustee Services Bank, Ltd. (TOYOTA MOBILITY FOUNDATION Account), to be the subscriber.

Pursuant to the trust agreement to be executed in the future, except where it is determined that achieving the purpose of the Trust, namely to maintain the Foundation as beneficiary, is difficult, the Trust will continue to hold the shares to be disposed.

In the event that the Trust is terminated, the trust property will be delivered to the Foundation, as the beneficiary of the Trust, as is.

Furthermore, with respect to the voting rights of the shares to be held by the Trust following the disposition of treasury stock, Sumitomo Mitsui Trust Bank, Limited, as an outside third party, will exercise such rights with an emphasis on the long-term improvement of corporate value based on the perspective of ensuring stable dividends that will fund the activities of the Foundation as beneficiary of the Trust.

We have obtained the informal consent of Japan Trustee Services Bank, Ltd. (TOYOTA MOBILITY FOUNDATION Account), the planned subscriber to the shares being disposed, (i) that if all or some of the disposed shares are transferred within 2 years after the date of payment, the names and addresses of the transferees, number of shares transferred, date of transfer, transfer price, reason for transfer and method of transfer, etc. will be immediately reported to TMC in writing, (ii) that TMC will report the details of such report to the Tokyo Stock Exchange and (iii) that the details of such report will be made publicly available.

Japan Trustee Services Bank, Ltd. (TOYOTA MOBILITY FOUNDATION Account), as the planned subscriber to the shares being disposed, is expected to make a cash payment with the trust property of the Trust (includes the 6,000,000 JPY to be entrusted by Denso Corporation and Toyota Tsusho Corporation, in addition to the initial 24,000,000 JPY to be entrusted by TMC), which is to be established by TMC.

5

(Note 1) The above figures represent the percentage of the total number of issued shares.

(Note 2) The principal shareholders and share-holding ratio after the disposition is based on the list of shareholders as of March 31, 2014, taking into account only the change in number of shares resulting from the disposition of treasury stock described herein and the reduction in number of shares resulting from the cancellation of treasury stock carried out on June 30, 2014.

(Note 3) The number of shares owned by Japan Trustee Services Bank, Ltd. does not include the number of shares owned by Japan Trustee Services Bank, Ltd. (TOYOTA MOBILITY FOUNDATION Account). While the number of shares owned by Japan Trustee Services Bank, Ltd. (TOYOTA MOBILITY FOUNDATION Account) will increase as a result of the disposition of treasury stock described herein, the amount of such increase is not included in the number of shares owned by Japan Trustee Services Bank, Ltd.

6

We expect that the impact on our future results will be immaterial. To the extent any disclosable matters arise in the future, we plan to make the appropriate disclosure.

Because the dilution ratio is less than 25% and there is no change to a controlling shareholder, there is no need to obtain an opinion from an independent third party, or to follow the procedures for confirming the intent of shareholders, pursuant to Article 432 of the Securities Listing Regulations established by Tokyo Stock Exchange.

7

Not applicable.

8