FORD MOTOR CO — Director's Dealing 2011

Feb 9, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2010-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-01	Class B Stock, $0.01 par value	G	2580	$0.00	Acquired	64687	Indirect
2010-03-24	Class B Stock, $0.01 par value	G	934	$0.00	Acquired	65621	Indirect
2010-01-01	Class B Stock, $0.01 par value	G	2580	$0.00	Acquired	3305522	Indirect
2010-03-24	Class B Stock, $0.01 par value	G	8410	$0.00	Disposed	3297112	Indirect
2010-08-23	Class B Stock, $0.01 par value	G	704646	$0.00	Disposed	3342466	Indirect
2010-08-23	Class B Stock, $0.01 par value	G	671733	$0.00	Acquired	4014199	Indirect
2010-01-01	Class B Stock, $0.01 par value	G	7740	$0.00	Acquired	385546	Indirect
2010-03-24	Class B Stock, $0.01 par value	G	5607	$0.00	Acquired	391153	Indirect
2010-08-23	Common Stock, $0.01 par value	G	108857	$0.00	Disposed	2266114	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	80988	Indirect
Common Stock, $0.01 par value	186964	Indirect
Common Stock, $0.01 par value	152594	Indirect
Common Stock, $0.01 par value	6245	Indirect
Common Stock, $0.01 par value	12412	Indirect
Class B Stock, $0.01 par value	11179	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$15.36	2012-01-10	Common Stock, $0.01 par value (0)	48543	Direct
Employee Stock Option (Right to Buy)	$15.13	2012-01-30	Common Stock, $0.01 par value (0)	4000000	Direct
Employee Stock Option (Right to Buy)	$16.42	2012-03-27	Common Stock, $0.01 par value (0)	66845	Direct
Employee Stock Option (Right to Buy)	$16.12	2012-06-27	Common Stock, $0.01 par value (0)	67446	Direct
Employee Stock Option (Right to Buy)	$15.98	2013-12-30	Common Stock, $0.01 par value (0)	62396	Direct
Employee Stock Option (Right to Buy)	$16.49	2014-01-04	Common Stock, $0.01 par value (0)	1587301	Direct
Employee Stock Option (Right to Buy)	$12.49	2015-03-10	Common Stock, $0.01 par value (0)	1685393	Direct
Employee Stock Option (Right to Buy)	$2.84	2019-03-26	Common Stock, $0.01 par value (0)	3470000	Direct
Employee Stock Option (Right to Buy)	$12.98	2020-08-04	Common Stock, $0.01 par value (0)	1320754	Direct
Employee Stock Option (Right to Buy)	$12.69	2020-03-02	Common Stock, $0.01 par value (0)	485436	Direct
Ford Stock Units	$		Common Stock, $0.01 par value ()	1786074	Direct
Ford Stock Units	$		Common Stock, $0.01 par value ()	2568	Direct

Footnotes

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

F2: I am one of five trustees of the voting trust. As shown, it holds 4,014,199 shares of Class B Stock for my benefit. I disclaim benefical ownership of any other shares of Class B Stock in said voting trust.

F3: The amount shown reflects the number of shares held in the voting trust after the reported transaction and after an August 5, 2010 transaction that was previously reported on a Form 4 filed with the SEC on August 6, 2010.

F4: I am one of five trustees of the voting trust. As shown, it holds 391,153 shares of Class B Stock for the benefit of three of my children. I disclaim benefical ownership of these shares.

F5: 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.

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

F7: I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children.

F8: The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (01/11/2002), 66% after two years, and in full after three years.

F9: The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (01/31/2002), 66% after two years, and in full after three years.

F10: The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/28/2002), 66% after two years, and in full after three years.

F11: The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (06/28/2002), 66% after two years, and in full after three years.

F12: The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (12/31/2003), 66% after two years, and in full after three years.

F13: The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (01/05/2004), 66% after two years, and in full after three years.

F14: The 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.

F15: The 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).

F16: This option is 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.

F17: This option is 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.

F18: 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 August 5, 2012.

F19: 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.