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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) | $ 54.99 | 01/25/2006(3) | 04/21/2015 | Common Stock | 5,500 | 5,500 | D | ||||||||
| Employee Stock Option (right to buy) | $ 56.47 | 01/24/2007(3) | 02/15/2016 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 58.98 | 01/23/2008(3) | 01/23/2017 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 37.45 | 01/22/2009(3) | 01/22/2018 | Common Stock | 7,000 | 7,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 17.32 | 01/27/2010(3) | 01/27/2019 | Common Stock | 7,000 | 7,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 34.78 | 01/26/2011(3) | 01/26/2020 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 39.1 | 01/25/2012(3) | 01/25/2021 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 29.6 | 01/24/2013(3) | 01/24/2022 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 33.79 | 01/22/2014(3) | 01/22/2023 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 49.51 | 01/21/2015(3) | 01/21/2024 | Common Stock | 1,857 | 1,857 | D | ||||||||
| Employee Stock Option (right to buy) | $ 42.32 | 01/27/2016(3) | 01/27/2025 | Common Stock | 3,500 | 3,500 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MICHALAK MICHAEL H 1717 MAIN STREET MC 6406 DALLAS, TX 75201 |
Executive Vice President | |||
| /s/ Jennifer S. Perry, on behalf of Michael H. Michalak through Power of Attorney | 02/26/2015 | |
| **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) | On 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%. On February 25, 2014, Comerica's Governance, Compensation and Nominating Committee certified that performance was achieved for the 2013 fiscal year, and on February 24, 2015, the Committee certified that performance was achieved for the 2014 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 2014 performance results. |
| (2) | Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of February 24, 2015. |
| (3) | The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column. |