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COMERICA INC Director's Dealing 2017

Mar 2, 2017

30676_dirs_2017-03-02_c48584da-6a5e-4efc-927e-828305d7e8ba.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Burkhart Megan D (EVP - Chief HR Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-28 Common Stock A 5485 Acquired 27235 Direct
2017-02-28 Common Stock F 2301 $71.28 Disposed 24934 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (right to buy) $33.79 2023-01-22 Common Stock (3000) 3000 Direct
Employee Stock Option (right to buy) $49.51 2024-01-21 Common Stock (2786) 2786 Direct
Employee Stock Option (right to buy) $42.32 2025-01-27 Common Stock (3325) 3325 Direct
Employee Stock Option (right to buy) $32.97 2026-01-26 Common Stock (3815) 3815 Direct
Employee Stock Option (right to buy) $67.66 2027-01-24 Common Stock (2050) 2050 Direct

Footnotes

F1: On January 21, 2014, a "target" award of 5,453 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 and shares purchased with reinvested dividends 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.