COMERICA INC — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2017-02-28

Reporting Person: MICHALAK MICHAEL H (EVP - Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock	A	3656	—	Acquired	42918	Direct
2017-02-28	Common Stock	F	1690	$71.28	Disposed	41228	Direct
2017-03-01	Common Stock	M	7000	$17.32	Acquired	48228	Direct
2017-03-01	Common Stock	F	4109	$74.58	Disposed	44119	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Employee Stock Option (right to buy)	$17.32	M	7000	Disposed	2019-01-27	Common Stock (7000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$34.78	2020-01-26	Common Stock (15000)	15000	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (8000)	8000	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (8000)	8000	Direct
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (2000)	2000	Direct
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (1857)	1857	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (3500)	3500	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (4520)	4520	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (2530)	2530	Direct

Footnotes

F1: On January 21, 2014, a "target" award of 3,635 performance restricted stock units ("SELTPP units") was granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The SELTPP units are settled in stock and vest in one installment following a certification of results for a three-year performance period. The performance period ended on December 31, 2016, and on February 28, 2017, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 100.6% based upon satisfaction of a three-year average adjusted return on common equity performance goal and (2) the negative total shareholder return modifier of 10 percentage points would not be applied based upon satisfaction of a relative total shareholder return goal.

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of February 28, 2017.

F3: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of March 1, 2017.

F4: Shares were withheld to satisfy tax withholding obligations and pay exercise price.

F5: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.