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^*

KUZAK DERRICK M

(Last)

(First)

(Middle)

FORD MOTOR COMPANY

ONE AMERICAN ROAD

(Street)

DEARBORN

48124

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Vice President

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)
Common Stock, $0.01 par value	12/27/2011		G	91,857	D	$0.00	143,849	D

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)
BEP Ford Stock Fund Units	⁽¹⁾						⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	0		3,801⁽¹⁾	D
Employee Stock Option (Right to Buy)	$16.91						⁽²⁾	03/14/2012	Common Stock, $0.01 par value	43,000		43,000⁽²⁾	D
Employee Stock Option (Right to Buy)	$7.55						⁽³⁾	03/04/2017	Common Stock, $0.01 par value	545,103		545,103⁽³⁾	D
Employee Stock Option (Right to Buy)	$6.14						⁽⁴⁾	03/04/2018	Common Stock, $0.01 par value	167,707		167,707⁽⁴⁾	D
Employee Stock Option (Right to Buy)	$1.96						⁽⁵⁾	03/10/2019	Common Stock, $0.01 par value	348,019		348,019⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$12.69						⁽⁶⁾	03/02/2020	Common Stock, $0.01 par value	76,282		76,282⁽⁶⁾	D
Employee Stock Option (Right to Buy)	$14.76						⁽⁷⁾	03/02/2021	Common Stock, $0.01 par value	88,443		88,443⁽⁷⁾	D
Ford Stock Units	⁽⁸⁾						⁽⁸⁾	⁽⁸⁾	Common Stock, $0.01 par value	170,369⁽⁸⁾		170,369⁽⁸⁾	D
Ford Stock Units	⁽⁹⁾						⁽⁹⁾	⁽⁹⁾	Common Stock, $0.01 par value	8,421⁽⁹⁾		8,421⁽⁹⁾	D
Ford Stock Units	⁽⁹⁾						⁽⁹⁾	⁽⁹⁾	Common Stock, $0.01 par value	31,717⁽⁹⁾		31,717⁽⁹⁾	D

Explanation of Responses:

1. These Ford Stock Fund Units were credited to my account by the Company, in transactions exempt under Rule 16b-3(c), under the Company's Deferred Compensation 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.

2. The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/15/2002), 66% after two years, and in full after three years.

3. The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/05/2007), 66% after two years, and in full after three years.

4. The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/05/2008), 66% after two years, and in full after three years.

5. The option became exercisable to the extent of 33% of the shares optioned after one year from the date of grant (03/11/2009), 66% after two years, and in full after three years.

6. The option became 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.

7. The option became 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.

8. 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, 2012.

9. 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.

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).
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