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: Buchanan John D (EVP & Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-26	Common Stock	A	21071	—	Acquired	40932	Direct
2019-02-26	Common Stock	F	8292	$86.37	Disposed	32640	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (3688)	3688	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (2183)	2183	Direct
Employee Stock Option (right to buy)	$95.25	2028-01-23	Common Stock (2285)	2285	Direct
Employee Stock Option (right to buy)	$80.17	2029-01-22	Common Stock (3160)	3160	Direct

Footnotes

F1: On January 26, 2016, a "target" award of 16,710 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 and restricted stock units as of February 26, 2019.

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