Statement of Changes in Beneficial Ownership (4)
February 25 2021 - 4:28PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Moore Christine M |
2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/
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CMA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP and General Auditor |
(Last)
(First)
(Middle)
COMERICA INCORPORATED, 411 WEST LAFAYETTE, MC 3387 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/23/2021 |
(Street)
DETROIT, MI 48226
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/23/2021 | | A | | 1825 (1) | A | $0 | 19071 (2) | D | |
Common Stock | 2/23/2021 | | F | | 840 | D | $69.59 | 18231 (2) | D | |
Common Stock | 2/23/2021 | | M | | 3000 | A | $29.60 | 21231 (2) | D | |
Common Stock | 2/23/2021 | | S | | 1479 | D | $68.66 | 19752 (2) | D | |
Common Stock | 2/23/2021 | | S | | 821 | D | $68.67 | 18931 (2) | D | |
Common Stock | 2/23/2021 | | S | | 100 | D | $68.68 | 18831 (2) | D | |
Common Stock | 2/23/2021 | | S | | 300 | D | $68.69 | 18531 (2) | D | |
Common Stock | 2/23/2021 | | S | | 300 | D | $68.70 | 18231 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | $29.6 | 2/23/2021 | | M | | | 3000 | 1/24/2013 (3) | 1/24/2022 | Common Stock | 3000.0 | $0 | 0 | D | |
Employee Stock Option (right to buy) | $33.79 | | | | | | | 1/22/2014 (3) | 1/22/2023 | Common Stock | 2750.0 | | 2750 | D | |
Employee Stock Option (right to buy) | $49.51 | | | | | | | 1/21/2015 (3) | 1/21/2024 | Common Stock | 2205.0 | | 2205 | D | |
Employee Stock Option (right to buy) | $42.32 | | | | | | | 1/27/2016 (3) | 1/27/2025 | Common Stock | 2545.0 | | 2545 | D | |
Employee Stock Option (right to buy) | $32.97 | | | | | | | 1/26/2017 (3) | 1/26/2026 | Common Stock | 1845.0 | | 1845 | D | |
Employee Stock Option (right to buy) | $67.66 | | | | | | | 1/24/2018 (3) | 1/24/2027 | Common Stock | 1010.0 | | 1010 | D | |
Employee Stock Option (right to buy) | $95.25 | | | | | | | 1/23/2019 (3) | 1/23/2028 | Common Stock | 785.0 | | 785 | D | |
Employee Stock Option (right to buy) | $80.17 | | | | | | | 1/22/2020 (3) | 1/22/2029 | Common Stock | 1130.0 | | 1130 | D | |
Employee Stock Option (right to buy) | $63.15 | | | | | | | 1/28/2021 (3) | 1/28/2030 | Common Stock | 2150.0 | | 2150 | D | |
Employee Stock Option (right to buy) | $60.12 | | | | | | | 1/26/2022 (3) | 1/26/2031 | Common Stock | 1855.0 | | 1855 | D | |
Explanation of Responses: |
(1) | On January 23, 2018, a "target" award of 1,630 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, 2020, and on February 23, 2021, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 122% 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 was applied based on failure to satisfy the relative total shareholder return goal. |
(2) | Includes 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 23, 2021. |
(3) | The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Moore Christine M COMERICA INCORPORATED 411 WEST LAFAYETTE, MC 3387 DETROIT, MI 48226 |
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| EVP and General Auditor |
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Signatures
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/s/ Jennifer S. Perry, on behalf of Christine M. Moore through Power of Attorney | | 2/25/2021 |
**Signature of Reporting Person | Date |
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