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: Guilfoile Peter William (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-25	Common Stock	A	6315	—	Acquired	21527	Direct
2020-02-25	Common Stock	F	2485	$56.79	Disposed	19042	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$33.79	2023-01-22	Common Stock (3300)	3300	Direct
Employee Stock Option (Right to Buy)	$49.51	2024-01-21	Common Stock (1578)	1578	Direct
Employee Stock Option (Right to Buy)	$42.32	2025-01-27	Common Stock (2270)	2270	Direct
Employee Stock Option (Right to Buy)	$32.97	2026-01-26	Common Stock (3515)	3515	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (1925)	1925	Direct
Employee Stock Option (right to buy)	$95.25	2028-01-23	Common Stock (1500)	1500	Direct
Employee Stock Option (right to buy)	$80.17	2029-01-22	Common Stock (2110)	2110	Direct
Employee Stock Option (right to buy)	$63.15	2030-01-28	Common Stock (3920)	3920	Direct

Footnotes

F1: On January 24, 2017, a "target" award of 4,210 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 goal.

F2: Includes shares acquired through employee stock plans, restricted stock units and shares purchased with reinvested dividends 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.