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: Carr Muneera S (EVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock	A	3632	—	Acquired	17060	Direct
2017-02-28	Common Stock	F	1524	$71.28	Disposed	15536	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (462)	462	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (1065)	1065	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (1868)	1868	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (1355)	1355	Direct

Footnotes

F1: On January 21, 2014, a "target" award of 3,611 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 as of February 28, 2017.

F3: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.