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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 40.32 | 01/27/2004(3) | 04/17/2013 | Common Stock | 11,900 | 11,900 | D | ||||||||
Employee Stock Option (right to buy) | $ 52.5 | 01/26/2005(3) | 04/16/2014 | Common Stock | 8,500 | 8,500 | D | ||||||||
Employee Stock Option (right to buy) | $ 54.99 | 01/25/2006(3) | 04/21/2015 | Common Stock | 12,000 | 12,000 | D | ||||||||
Employee Stock Option (right to buy) | $ 56.47 | 01/24/2007(3) | 02/15/2016 | Common Stock | 10,600 | 10,600 | D | ||||||||
Employee Stock Option (right to buy) | $ 58.98 | 01/23/2008(3) | 01/23/2017 | Common Stock | 12,000 | 12,000 | D | ||||||||
Employee Stock Option (right to buy) | $ 37.45 | 01/22/2009(3) | 01/22/2018 | Common Stock | 20,000 | 20,000 | D | ||||||||
Employee Stock Option (right to buy) | $ 17.32 | 01/27/2010(3) | 01/27/2019 | Common Stock | 5,175 | 5,175 | D | ||||||||
Employee Stock Option (right to buy) | $ 39.16 | 07/27/2011(3) | 07/27/2020 | Common Stock | 13,000 | 13,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ogden Thomas D COMERICA INCORPORATED 500 WOODWARD AVE., MC 3262 DETROIT, MI 48226 |
Executive Vice President |
/s/ Nicole V. Gersch, on behalf of Thomas D. Ogden through Power of Attorney | 01/24/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of January 22, 2013. |
(2) | On January 22, 2013, a "target" award of 11,100 performance restricted stock units (PRSUs) was granted to the reporting person pursuant to the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan. The PRSUs are settled in stock, with accrued dividend equivalents paid out annually in cash. The PRSUs vest in one installment at the end of a three-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 PRSU target award will be forfeited, with a maximum reduction of 45% of the target award. The number of PRSUs reported in this Form 4 represents the portion that is not subject to such reduction. |
(3) | The options vest in four equal annual installments beginning on the date indicated in this column. |