Comerica (CMA) Form 4 COMERICA / James J Herzog ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Herzog James J

(Last) (First) (Middle)

1717 MAIN STREET

MC 6500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/ [ CMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2023		A		9,549(1)	A	$0	36,168(2)	D
Common Stock	02/28/2023		F		3,759	D	$70.1	32,409(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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)	$32.97							01/26/2017(3)	01/26/2026	Common Stock	584		584	D
Employee Stock Option (right to buy)	$67.66							01/24/2018(3)	01/24/2027	Common Stock	912		912	D
Employee Stock Option (right to buy)	$95.25							01/23/2019(3)	01/22/2028	Common Stock	905		905	D
Employee Stock Option (right to buy)	$80.17							01/22/2020(3)	01/22/2029	Common Stock	1,240		1,240	D
Employee Stock Option (right to buy)	$63.15							01/28/2021(3)	01/28/2030	Common Stock	2,495		2,495	D
Employee Stock Option (right to buy)	$56.79							02/25/2021(3)	02/25/2030	Common Stock	4,060		4,060	D
Employee Stock Option (right to buy)	$60.12							01/26/2022(3)	01/26/2031	Common Stock	5,655		5,655	D
Employee Stock Option (right to buy)	$92.58							01/25/2023(3)	01/25/2032	Common Stock	4,820		4,820	D
Employee Stock Option (right to buy)	$71.16							01/24/2024(3)	01/24/2033	Common Stock	6,345		6,345	D

Explanation of Responses:

1. On January 28, 2020 and February 25, 2020, "target" awards of 3,335 performance restricted stock units ("SELTPP units") and 5,450 SELTPP units, respectively, were 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, 2022, and on February 28, 2023, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 108.7% 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.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of February 28, 2023.

3. The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

Remarks:

	s/ Jennifer S. Perry, on behalf of James J. Herzog through Power of Attorney	03/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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