| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/ [ CMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/26/2019 | A | 10,037(1) | A | $0 | 21,537(2) | D | |||
| Common Stock | 02/26/2019 | F | 3,950 | D | $86.37 | 17,587(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $39.1 | 01/25/2012(3) | 01/25/2021 | Common Stock | 1,225 | 1,225 | D | ||||||||
| Employee Stock Option (Right to Buy) | $29.6 | 01/24/2013(3) | 01/24/2022 | Common Stock | 2,750 | 2,750 | D | ||||||||
| Employee Stock Option (Right to Buy) | $33.79 | 01/22/2014(3) | 01/22/2023 | Common Stock | 3,300 | 3,300 | D | ||||||||
| Employee Stock Option (Right to Buy) | $49.51 | 01/21/2015(3) | 01/21/2024 | Common Stock | 1,578 | 1,578 | D | ||||||||
| Employee Stock Option (Right to Buy) | $42.32 | 01/27/2016(3) | 01/27/2025 | Common Stock | 2,270 | 2,270 | D | ||||||||
| Employee Stock Option (Right to Buy) | $32.97 | 01/26/2017(3) | 01/26/2026 | Common Stock | 3,515 | 3,515 | D | ||||||||
| Employee Stock Option (right to buy) | $67.66 | 01/24/2018(3) | 01/24/2027 | Common Stock | 1,925 | 1,925 | D | ||||||||
| Employee Stock Option (right to buy) | $95.25 | 01/23/2019(3) | 01/23/2028 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Employee Stock Option (right to buy) | $80.17 | 01/22/2020(3) | 01/22/2029 | Common Stock | 2,110 | 2,110 | D | ||||||||
| Explanation of Responses: |
| 1. On January 26, 2016, a "target" award of 7,960 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. |
| 2. Includes shares acquired through employee stock plans, restricted stock units and shares purchased with reinvested dividends as of February 26, 2019. |
| 3. The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column. |
| Remarks: |
| /s/ Jennifer S. Perry, on behalf of Peter W. Guilfoile through Power of Attorney | 02/28/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||