COMERICA INC — Director's Dealing 2019

Feb 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2019-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-26	Common Stock	A	10901	—	Acquired	36596	Direct
2019-02-26	Common Stock	F	4290	$86.37	Disposed	32306	Direct
2019-02-27	Common Stock	S	5922	$87.548	Disposed	26384	Direct
2019-02-27	Common Stock	S	307	$87.554	Disposed	26077	Direct
2019-02-27	Common Stock	S	500	$87.564	Disposed	25577	Direct
2019-02-27	Common Stock	S	100	$87.57	Disposed	25477	Direct
2019-02-27	Common Stock	S	100	$87.571	Disposed	25377	Direct
2019-02-27	Common Stock	S	100	$87.572	Disposed	25277	Direct
2019-02-27	Common Stock	S	100	$87.572	Disposed	25177	Direct
2019-02-27	Common Stock	S	100	$87.573	Disposed	25077	Direct
2019-02-27	Common Stock	S	100	$87.573	Disposed	24977	Direct
2019-02-27	Common Stock	S	100	$87.573	Disposed	24877	Direct
2019-02-27	Common Stock	S	10	$87.574	Disposed	24867	Direct
2019-02-27	Common Stock	S	4	$87.578	Disposed	24863	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Employee Stock Option (right to buy)	$95.25	2028-01-23	Common Stock (1615)	1615	Direct
Employee Stock Option (right to buy)	$80.17	2029-01-22	Common Stock (2265)	2265	Direct

Footnotes

F1: On January 26, 2016, a "target" award of 8,645 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 certification of results for a three-year performance period. The performance period ended on December 31, 2018, and on February 26, 2019, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 126.1% 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, shares purchased with reinvested dividends and restricted stock units as of February 26, 2019.

F3: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of February 27, 2019.

F4: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.