COMERICA INC — Director's Dealing 2018

Mar 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2018-02-27

Reporting Person: Duprey David E (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-27	Common Stock	A	9546	—	Acquired	100484	Direct
2018-02-27	Common Stock	F	4163	$98.61	Disposed	96321	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (1170)	1170	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (2685)	2685	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (3132)	3132	Direct

Footnotes

F1: On January 27, 2015, a "target" award of 9,480 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, 2017, and on February 27, 2018, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 100.7% based upon satisfaction of a three-year average return on common equity excluding certain nonperformance items 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, restricted stock units and shares purchased with reinvested dividends as of February 27, 2018.

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