SEC Form 4 · accession 0000028412-19-000054
COMERICA INC /NEW/ · CMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Megan D Burkhart
Officer — EVP - Chief HR Officer
Period of report
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 4:19 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 26, 2019 | A | 10,901 | $0.00 | A | 36,596 | D | |
| Common StockF2 | Feb 26, 2019 | F | 4,290 | $86.37 | D | 32,306 | D | |
| Common StockF3 | Feb 27, 2019 | S | 5,922 | $87.548 | D | 26,384 | D | |
| Common StockF3 | Feb 27, 2019 | S | 307 | $87.554 | D | 26,077 | D | |
| Common StockF3 | Feb 27, 2019 | S | 500 | $87.564 | D | 25,577 | D | |
| Common StockF3 | Feb 27, 2019 | S | 100 | $87.57 | D | 25,477 | D | |
| Common StockF3 | Feb 27, 2019 | S | 100 | $87.571 | D | 25,377 | D | |
| Common StockF3 | Feb 27, 2019 | S | 100 | $87.572 | D | 25,277 | D | |
| Common StockF3 | Feb 27, 2019 | S | 100 | $87.572 | D | 25,177 | D | |
| Common StockF3 | Feb 27, 2019 | S | 100 | $87.573 | D | 25,077 | D | |
| Common StockF3 | Feb 27, 2019 | S | 100 | $87.573 | D | 24,977 | D | |
| Common StockF3 | Feb 27, 2019 | S | 100 | $87.573 | D | 24,877 | D | |
| Common StockF3 | Feb 27, 2019 | S | 10 | $87.574 | D | 24,867 | D | |
| Common StockF3 | Feb 27, 2019 | S | 4 | $87.578 | D | 24,863 | 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)F4 | $49.51 | holding | — | — | — | Jan 24, 2015 | Jan 21, 2024 | Common Stock | 2,786 | 2,786 | D |
| Employee Stock Option (right to buy)F4 | $42.32 | holding | — | — | — | Jan 27, 2016 | Jan 27, 2025 | Common Stock | 3,325 | 3,325 | D |
| Employee Stock Option (right to buy)F4 | $32.97 | holding | — | — | — | Jan 26, 2017 | Jan 26, 2026 | Common Stock | 3,815 | 3,815 | D |
| Employee Stock Option (right to buy)F4 | $67.66 | holding | — | — | — | Jan 24, 2018 | Jan 24, 2027 | Common Stock | 2,050 | 2,050 | D |
| Employee Stock Option (right to buy)F4 | $95.25 | holding | — | — | — | Jan 23, 2019 | Jan 23, 2028 | Common Stock | 1,615 | 1,615 | D |
| Employee Stock Option (right to buy)F4 | $80.17 | holding | — | — | — | Jan 22, 2020 | Jan 22, 2029 | Common Stock | 2,265 | 2,265 | D |
Explanation of responses
- F1On January 26, 2016, a "target" award of 8,645 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.
- F2Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of February 26, 2019.
- F3Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of February 27, 2019.
- F4The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.