COMERICA INC — Director's Dealing 2020

Feb 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2020-02-25

Reporting Person: OBERG JAY K. (EVP - Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-25	Common Stock	A	3330	—	Acquired	32515	Direct
2020-02-25	Common Stock	F	1311	$56.79	Disposed	31204	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (1500)	1500	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (4000)	4000	Direct
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 (2205)	2205	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (2640)	2640	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (2130)	2130	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (1010)	1010	Direct
Employee Stock Option (right to buy)	$95.25	2028-01-23	Common Stock (805)	805	Direct
Employee Stock Option (right to buy)	$80.17	2029-01-22	Common Stock (2575)	2575	Direct
Employee Stock Option (right to buy)	$63.15	2030-01-28	Common Stock (4505)	4505	Direct

Footnotes

F1: On January 24, 2017, a "target" award of 2,220 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, 2019, and on February 25, 2020, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 150% 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 goa

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of February 25, 2020.

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