SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

FORD WILLIAM CLAY JR

(Last)

(First)

(Middle)

FORD MOTOR COMPANY

ONE AMERICAN ROAD

(Street)

DEARBORN

48126

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORD MOTOR CO [ F ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. Chairman and Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Stock, $0.01 par value	01/06/2011		G	1,434	A	$0.00	4,015,633	I	By Voting Trust⁽¹⁾
Class B Stock, $0.01 par value	01/06/2011		G	6,453	D	$0.00	4,009,180	I	By Voting Trust⁽¹⁾
Class B Stock, $0.01 par value	02/25/2011		G	133,512	D	$0.00	3,875,668	I	By Voting Trust⁽¹⁾
Class B Stock, $0.01 par value	04/06/2011		G	747,661	D	$0.00	3,128,007	I	By Voting Trust⁽¹⁾
Class B Stock, $0.01 par value	08/29/2011		G	111,048	A	$0.00	3,239,055	I	By Voting Trust⁽¹⁾
Class B Stock, $0.01 par value	01/06/2011		G	2,151	A	$0.00	67,772	I	By Spouse⁽²⁾
Class B Stock, $0.01 par value	01/06/2011		G	8,604	A	$0.00	399,757	I	By Voting Trust-Children⁽³⁾
Class B Stock, $0.01 par value	02/25/2011		G	133,512	A	$0.00	133,512	I	By Spouse as Trustee⁽⁴⁾
Common Stock, $0.01 par value	09/02/2011		G	132,092	D	$0.00	3,908,062	D
Common Stock, $0.01 par value							12,412	I	By Spouse⁽²⁾
Common Stock, $0.01 par value							6,245	I	By Spouse as Custodian⁽⁵⁾
Common Stock, $0.01 par value							152,594	I	By Trust-Children⁽⁶⁾
Common Stock, $0.01 par value							186,964	I	By Voting Trust⁽⁷⁾
Common Stock, $0.01 par value							84,010	I	By Company Plan
Class B Stock, $0.01 par value							11,179	I	By Spouse as Custodian⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$16.42						⁽⁸⁾	03/27/2012	Common Stock, $0.01 par value	66,845		66,845⁽⁸⁾	D
Employee Stock Option (Right to Buy)	$16.12						⁽⁹⁾	06/27/2012	Common Stock, $0.01 par value	67,446		67,446⁽⁹⁾	D
Employee Stock Option (Right to Buy)	$15.98						⁽¹⁰⁾	12/30/2013	Common Stock, $0.01 par value	62,396		62,396⁽¹⁰⁾	D
Employee Stock Option (Right to Buy)	$16.49						⁽¹¹⁾	01/04/2014	Common Stock, $0.01 par value	1,587,301		1,587,301⁽¹¹⁾	D
Employee Stock Option (Right to Buy)	$12.49						⁽¹²⁾	03/10/2015	Common Stock, $0.01 par value	1,685,393		1,685,393⁽¹²⁾	D
Employee Stock Option (Right to Buy)	$2.84						⁽¹³⁾	03/26/2019	Common Stock, $0.01 par value	3,470,000		3,470,000⁽¹³⁾	D
Employee Stock Option (Right to Buy)	$12.98						⁽¹⁴⁾	08/04/2020	Common Stock, $0.01 par value	1,320,754		1,320,754⁽¹⁴⁾	D
Employee Stock Option (Right to Buy)	$12.69						⁽¹⁵⁾	03/02/2020	Common Stock, $0.01 par value	485,436		485,436⁽¹⁵⁾	D
Employee Stock Option (Right to Buy)	$14.76						⁽¹⁶⁾	03/02/2021	Common Stock, $0.01 par value	412,735		412,735⁽¹⁶⁾	D
Ford Stock Units	⁽¹⁷⁾						⁽¹⁷⁾	⁽¹⁷⁾	Common Stock, $0.01 par value	1,786,074		1,786,074⁽¹⁷⁾	D
Ford Stock Units	⁽¹⁸⁾						⁽¹⁸⁾	⁽¹⁸⁾	Common Stock, $0.01 par value	253,742		253,742⁽¹⁸⁾	D
Ford Stock Units	⁽¹⁹⁾						⁽¹⁹⁾	⁽¹⁹⁾	Common Stock, $0.01 par value	2,568		2,568⁽¹⁹⁾	D
BEP Ford Stock Fund Units	⁽²⁰⁾						⁽²⁰⁾	⁽²⁰⁾	Common Stock, $0.01 par value	0		11,581⁽²⁰⁾	D

Explanation of Responses:

1. 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.

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

3. 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.

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

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

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

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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).

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

Remarks:

	Jerome F. Zaremba, Attorney-in-Fact	02/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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