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 WILLIAM CLAY JR (Director, Exec. Chairman and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-06	Class B Stock, $0.01 par value	G	1434	$0.00	Acquired	4015633	Indirect
2011-01-06	Class B Stock, $0.01 par value	G	6453	$0.00	Disposed	4009180	Indirect
2011-02-25	Class B Stock, $0.01 par value	G	133512	$0.00	Disposed	3875668	Indirect
2011-04-06	Class B Stock, $0.01 par value	G	747661	$0.00	Disposed	3128007	Indirect
2011-08-29	Class B Stock, $0.01 par value	G	111048	$0.00	Acquired	3239055	Indirect
2011-01-06	Class B Stock, $0.01 par value	G	2151	$0.00	Acquired	67772	Indirect
2011-01-06	Class B Stock, $0.01 par value	G	8604	$0.00	Acquired	399757	Indirect
2011-02-25	Class B Stock, $0.01 par value	G	133512	$0.00	Acquired	133512	Indirect
2011-09-02	Common Stock, $0.01 par value	G	132092	$0.00	Disposed	3908062	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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
Common Stock, $0.01 par value	84010	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)	$16.42	2012-03-27	Common Stock, $0.01 par value (66845)	66845	Direct
Employee Stock Option (Right to Buy)	$16.12	2012-06-27	Common Stock, $0.01 par value (67446)	67446	Direct
Employee Stock Option (Right to Buy)	$15.98	2013-12-30	Common Stock, $0.01 par value (62396)	62396	Direct
Employee Stock Option (Right to Buy)	$16.49	2014-01-04	Common Stock, $0.01 par value (1587301)	1587301	Direct
Employee Stock Option (Right to Buy)	$12.49	2015-03-10	Common Stock, $0.01 par value (1685393)	1685393	Direct
Employee Stock Option (Right to Buy)	$2.84	2019-03-26	Common Stock, $0.01 par value (3470000)	3470000	Direct
Employee Stock Option (Right to Buy)	$12.98	2020-08-04	Common Stock, $0.01 par value (1320754)	1320754	Direct
Employee Stock Option (Right to Buy)	$12.69	2020-03-02	Common Stock, $0.01 par value (485436)	485436	Direct
Employee Stock Option (Right to Buy)	$14.76	2021-03-02	Common Stock, $0.01 par value (412735)	412735	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (1786074)	1786074	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (253742)	253742	Direct
Ford Stock Units	$		Common Stock, $0.01 par value (2568)	2568	Direct
BEP Ford Stock Fund Units	$		Common Stock, $0.01 par value (0)	11581	Direct

Footnotes

F1: I am one of five trustees of the voting trust. As shown, it holds 3,239,055 shares of Class B Stock for my benefit. I disclaim benefical ownership of any other shares of Class B Stock in said voting trust.

F2: I disclaim beneficial ownership of these shares owned by my wife.

F3: I am one of five trustees of the voting trust. As shown, it holds 399,757 shares of Class B Stock for the benefit of three of my children. I disclaim benefical ownership of these shares.

F4: I disclaim beneficial ownership of these shares held by my wife as trustee of this trust for the benefit of my descendants.

F5: I disclaim beneficial ownership of these shares held by my wife as custodian for one of my children.

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

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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).

F14: 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.

F15: 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.

F16: This 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.

F17: 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.

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 March 3, 2013.

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.

F20: These Ford Stock Fund Units were credited to my account by the Company, without payment by me, in transactions exempt under Rule 16b-3(c), under the Company's Benefit Equalization Plan, and included in my most recent plan statement. In general, these Ford Stock Fund Units will be converted and distributed to me, without payment, in cash, following termination of employment, based on the then current price of a Ford Stock Fund Unit and the then current market value of a share of Common Stock.