FORD MOTOR CO — Director's Dealing 2012

Feb 10, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FORD MOTOR CO (F)
CIK: 0000037996
Period of Report: 2011-12-31

Reporting Person: FORD EDSEL B II (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock, $0.01 par value	G	6644	$0.00	Disposed	1955951	Direct
2011-09-13	Common Stock, $0.01 par value	G	294824	$0.00	Disposed	1661127	Direct
2011-02-02	Common Stock, $0.01 par value	G	6644	$0.00	Acquired	746848	Indirect
2011-09-13	Common Stock, $0.01 par value	G	89984	$0.00	Disposed	656864	Indirect
2011-09-13	Common Stock, $0.01 par value	G	89984	$0.00	Acquired	89984	Indirect
2011-09-13	Class B Stock, $0.01 par value	G	72771	$0.00	Disposed	2082522	Indirect
2011-09-13	Class B Stock, $0.01 par value	G	72771	$0.00	Acquired	910712	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	24321	Indirect
Common Stock, $0.01 par value	17049	Indirect
Common Stock, $0.01 par value	315459	Indirect
Class B Stock, $0.01 par value	32508	Indirect
Class B Stock, $0.01 par value	80	Indirect
Class B Stock, $0.01 par value	1829569	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Ford Stock Units	$		Common Stock, $0.01 par value (95171)	95171	Direct

Footnotes

F1: I am the trustee of these trusts for my children. I disclaim beneficial ownership of these shares.

F2: I am the trustee of these trusts for the benefit of my children's children. I disclaim beneficial ownership of these shares.

F3: I am one of five trustees of the voting trust. As shown, it holds 2,082,522 shares of Class B Stock for the benefit of my children. I disclaim benefical ownership of these shares.

F4: I am the trustee of these trusts for the benefit of my children's children. I disclaim beneficial ownership of these shares. This holding had previously been reported as three separate holdings.

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

F6: I am the trustee of this trust which holds these shares for the benefit of my children. I disclaim beneficial ownership of these shares.

F7: I am one of five trustees of the voting trust. As shown, it holds 80 shares of Class B Stock for my benefit. I disclaim benefical ownership of any other shares of Class B Stock in said voting trust.

F8: 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.