SEC Form 4 · accession 0000028412-16-000191
COMERICA INC /NEW/ · CMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael H Michalak
Officer — Executive Vice President
Period of report
Feb 23, 2016
Accepted (ET)
Feb 25, 2016 · 5:09 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 StockF1,F2 | Feb 23, 2016 | A | 840 | $0.00 | A | 39,029 | D |
Table II — derivative securities
| 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 | $58.98 | holding | — | — | — | Jan 23, 2008 | Jan 23, 2017 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Option (right to buy)F3 | $37.45 | holding | — | — | — | Jan 22, 2009 | Jan 22, 2018 | Common Stock | 7,000 | 7,000 | D |
| Employee Stock Option (right to buy)F3 | $17.32 | holding | — | — | — | Jan 27, 2010 | Jan 27, 2019 | Common Stock | 7,000 | 7,000 | D |
| Employee Stock Option (right to buy)F3 | $34.78 | holding | — | — | — | Jan 26, 2011 | Jan 26, 2020 | Common Stock | 15,000 | 15,000 | D |
| Employee Stock Option (right to buy)F3 | $39.10 | holding | — | — | — | Jan 25, 2012 | Jan 25, 2021 | Common Stock | 8,000 | 8,000 | D |
| Employee Stock Option (right to buy)F3 | $29.60 | holding | — | — | — | Jan 24, 2013 | Jan 24, 2022 | Common Stock | 8,000 | 8,000 | D |
| Employee Stock Option (right to buy)F3 | $33.79 | holding | — | — | — | Jan 22, 2014 | Jan 22, 2023 | Common Stock | 2,000 | 2,000 | D |
| Employee Stock Option (right to buy)F3 | $49.51 | holding | — | — | — | Jan 21, 2015 | Jan 21, 2024 | Common Stock | 1,857 | 1,857 | D |
| Employee Stock Option (right to buy)F3 | $42.32 | holding | — | — | — | Jan 27, 2016 | Jan 27, 2025 | Common Stock | 3,500 | 3,500 | D |
| Employee Stock Option (right to buyF3 | $32.97 | holding | — | — | — | Jan 26, 2017 | Jan 26, 2026 | Common Stock | 4,520 | 4,520 | D |
Explanation of responses
- F1On January 22, 2013, a "target" award of 5,610 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, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan 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.