SEC Form 4 · accession 0000028412-18-000082
COMERICA INC /NEW/ · CMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael H Michalak
Officer — EVP - Chief Risk Officer
Period of report
Feb 27, 2018
Accepted (ET)
Mar 1, 2018 · 5:30 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 27, 2018 | A | 7,139 | $0.00 | A | 50,627 | D | |
| Common StockF2 | Feb 27, 2018 | F | 3,114 | $98.61 | D | 47,513 | 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 | $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 buy)F3 | $32.97 | holding | — | — | — | Jan 26, 2017 | Jan 26, 2026 | Common Stock | 4,520 | 4,520 | D |
| Employee Stock Option (right to buy)F3 | $67.66 | holding | — | — | — | Jan 24, 2018 | Jan 24, 2027 | Common Stock | 2,530 | 2,530 | D |
| Employee Stock Option (right to buy)F3 | $95.25 | holding | — | — | — | Jan 23, 2019 | Jan 23, 2028 | Common Stock | 2,115 | 2,115 | D |
Explanation of responses
- F1On January 27, 2015, a "target" award of 7,090 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 a certification of results for a three-year performance period. The performance period ended on December 31, 2017, and on February 27, 2018, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 100.7% 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.
- F2Includes shares acquired through employee stock plans, shares purchased with reinvested dividends, restricted stock units and stock units held pursuant to a deferred compensation plan as of February 27, 2018.
- F3The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.
Remarks
The previous Form 4 filed for the reporting person on January 30, 2018 mistakenly checked the "exit" box. Mr Michalak is still a Section 16 reporting person.