FORD MOTOR CO — Director's Dealing 2011

Mar 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2011-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	Common Stock, $0.01 par value	A	2870000	—	Acquired	5136114	Direct
2011-03-03	Common Stock, $0.01 par value	F	1170960	$14.76	Disposed	3965154	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-03	Employee Stock Option (Right to Buy)	$14.76	A	412735	Acquired	2021-03-02	Common Stock, $0.01 par value (412735)	Direct
2011-03-03	Ford Stock Units	$	A	253742	Acquired		Common Stock, $0.01 par value (253742)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	81457	Indirect
Common Stock, $0.01 par value	12412	Indirect
Common Stock, $0.01 par value	6245	Indirect
Common Stock, $0.01 par value	152594	Indirect
Common Stock, $0.01 par value	186964	Indirect

Footnotes

F1: These shares were acquired under the Company's 2008 Long-Term Incentive Plan without payment by me.

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 custodian for one of my children.

F5: I am the trustee of these trusts for three of my children. I disclaim beneficial ownership of these shares.

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: 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 (03/03/2011), 66% after two years, and in full after three years.

F8: 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 3, 2013.