COMERICA INC — Director's Dealing 2021

Feb 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2021-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-23	Common Stock	A	1870	—	Acquired	38291	Direct
2021-02-23	Common Stock	F	736	$69.59	Disposed	37555	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$29.6	2022-01-24	Common Stock (4000.0)	4000	Direct
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (3000.0)	3000	Direct
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (2205.0)	2205	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (2640.0)	2640	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (2130.0)	2130	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (1010.0)	1010	Direct
Employee Stock Option (right to buy)	$95.25	2028-01-23	Common Stock (805.0)	805	Direct
Employee Stock Option (right to buy)	$80.17	2029-01-22	Common Stock (2575.0)	2575	Direct
Employee Stock Option (right to buy)	$63.15	2030-01-28	Common Stock (4505.0)	4505	Direct
Employee Stock Option (right to buy)	$60.12	2031-01-26	Common Stock (4395.0)	4395	Direct

Footnotes

F1: On January 23, 2018, a "target" award of 1,670 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, 2020, and on February 23, 2021, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 122% 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 was applied based on failure to satisfy the 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 23, 2021.

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