SEC Form 4 · accession 0000028412-16-000188

· CMA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP and General Auditor

Period of report

Feb 23, 2016

Accepted (ET)

Feb 25, 2016 · 5:03 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000028412

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Feb 23, 2016	A	1,875	$0.00	A	91,028	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F3	$57.97	holding	—	—	—	Mar 31, 2007	Mar 31, 2016	Common Stock	10,000	10,000	D
Employee Stock Option (right to buy)^F3	$58.98	holding	—	—	—	Jan 23, 2008	Jan 23, 2017	Common Stock	18,800	18,800	D
Employee Stock Option (right to buy)^F3	$39.16	holding	—	—	—	Jul 27, 2011	Jul 27, 2020	Common Stock	18,500	18,500	D
Employee Stock Option (right to buy)^F3	$39.10	holding	—	—	—	Jan 25, 2012	Jan 25, 2021	Common Stock	18,500	18,500	D
Employee Stock Option (right to buy)^F3	$29.60	holding	—	—	—	Jan 24, 2013	Jan 24, 2022	Common Stock	17,500	17,500	D
Employee Stock Option (right to buy)^F3	$33.79	holding	—	—	—	Jan 22, 2014	Jan 22, 2023	Common Stock	4,500	4,500	D
Employee Stock Option (right to buy)^F3	$49.51	holding	—	—	—	Jan 21, 2015	Jan 21, 2024	Common Stock	4,055	4,055	D
Employee Stock Option (right to buy)^F3	$42.32	holding	—	—	—	Jan 27, 2016	Jan 27, 2025	Common Stock	4,680	4,680	D
Employee Stock Option (right to buy)^F3	$32.97	holding	—	—	—	Jan 26, 2017	Jan 26, 2026	Common Stock	5,370	5,370	D

F1On January 22, 2013, a "target" award of 12,500 performance restricted stock units (PRSUs) was granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The PRSUs are settled in stock, with accrued dividend equivalents paid out annually in cash, and vest in one installment at the end of a 3-year performance period. If, during any year in such performance period, Comerica falls below the Tier 1 Capital Threshold defined by the Federal Reserve for well capitalized banks, 15% of the target award will be forfeited, with a maximum reduction of 45%. Previously, Comerica's Governance, Compensation and Nominating Committee certified that performance was achieved for the 2013 and 2014 fiscal years. On February 23, 2016 the Committee certified that performance was achieved for the 2015 fiscal year. The number of PRSUs reported in this Form 4 represents the additional portion of the award that is not subject to reduction due to the achievement of the 2015 performance results.
F2Includes shares acquired through employee stock plans and shares purchased with reinvested dividends as of February 23, 2016.
F3The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.