Statement of Changes in Beneficial Ownership (4)
27 February 2015 - 10:42AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
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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
*
ANDERSON LARS C
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2. Issuer Name
and
Ticker or Trading Symbol
COMERICA INC /NEW/
[
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)
Vice Chairman
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(Last)
(First)
(Middle)
COMERICA INCORPORATED, 1717 MAIN STREET, MC-6405
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2015
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(Street)
DALLAS, TX 75201
(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
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2/24/2015
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A
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2250
(1)
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A
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$0
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99012
(2)
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$42.24
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12/31/2011
(3)
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12/31/2020
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Common Stock
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30000
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30000
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D
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Employee Stock Option (right to buy)
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$39.10
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1/25/2012
(3)
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1/25/2021
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Common Stock
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24000
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24000
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D
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Employee Stock Option (right to buy)
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$29.60
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1/24/2013
(3)
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1/24/2022
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Common Stock
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22000
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22000
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D
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Employee Stock Option (right to buy)
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$33.79
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1/22/2014
(3)
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1/22/2023
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Common Stock
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5500
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5500
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D
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Employee Stock Option (right to buy)
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$49.51
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1/21/2015
(3)
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1/21/2024
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Common Stock
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6385
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6385
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D
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Employee Stock Option (right to buy)
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$42.32
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1/27/2016
(3)
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1/27/2025
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Common Stock
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7220
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7220
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D
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Explanation of Responses:
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(
1)
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On January 22, 2013, a "target" award of 15,000 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.
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(
2)
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Includes shares acquired through employee stock plans and restricted stock units as of February 24, 2015.
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(
3)
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The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ANDERSON LARS C
COMERICA INCORPORATED
1717 MAIN STREET, MC-6405
DALLAS, TX 75201
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Vice Chairman
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Signatures
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/s/ Jennifer S. Perry, on behalf of Lars C. Anderson through Power of Attorney
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2/26/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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