Form 4 COMERICA INC /NEW/ For: Jan 27 Filed by: OBERMEYER PAUL R
January 29, 2015 6:52 PM EST
| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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
*
| 39200 W. SIX MILE ROAD |
| MC 7520 |
(Street)
|
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) |
| Executive Vice President |
|
3. Date of Earliest Transaction
(Month/Day/Year)
01/27/2015
|
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
|
01/27/2015 |
|
A |
|
1,400
|
A
|
$
0
|
38,039
|
D
|
|
|
Common Stock
|
|
|
|
|
|
|
|
2,421
|
I
|
By the Paul R. and Cindy S. Obermeyer Revocable Trust
|
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)
|
$
54.99
|
|
|
|
|
|
|
01/25/2006
|
04/21/2015 |
Common Stock
|
5,900
|
|
5,900
|
D
|
|
|
Employee Stock Option (right to buy)
|
$
56.47
|
|
|
|
|
|
|
01/24/2007
|
02/15/2016 |
Common Stock
|
9,000
|
|
9,000
|
D
|
|
|
Employee Stock Option (right to buy)
|
$
58.98
|
|
|
|
|
|
|
01/23/2008
|
01/23/2017 |
Common Stock
|
8,200
|
|
8,200
|
D
|
|
|
Employee Stock Option (right to buy)
|
$
39.1
|
|
|
|
|
|
|
01/25/2012
|
01/25/2021 |
Common Stock
|
3,000
|
|
3,000
|
D
|
|
|
Employee Stock Option (right to buy)
|
$
29.6
|
|
|
|
|
|
|
01/24/2013
|
01/24/2022 |
Common Stock
|
6,350
|
|
6,350
|
D
|
|
|
Employee Stock Option (right to buy)
|
$
33.79
|
|
|
|
|
|
|
01/22/2014
|
01/22/2023 |
Common Stock
|
3,500
|
|
3,500
|
D
|
|
|
Employee Stock Option (right to buy)
|
$
49.51
|
|
|
|
|
|
|
01/21/2015
|
01/21/2024 |
Common Stock
|
2,979
|
|
2,979
|
D
|
|
|
Employee Stock Option (right to buy)
|
$
42.32
|
01/27/2015 |
|
A |
|
3,455
|
|
01/27/2016
|
01/27/2025 |
Common Stock
|
3,455
|
$
0
|
3,455
|
D
|
|
| Explanation of Responses: |
|
|
|
|
| Remarks: |
| EXHIBIT 24 - POWER OF ATTORNEY FOR PAUL R. OBERMEYER |
|
/s/ Jennifer S. Perry, on behalf of Paul R. Obermeyer through Power of Attorney |
01/29/2015 |
|
** 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). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
POWER OF ATTORNEY
Paul R. Obermeyer
Know all by these presents, that the undersigned
hereby constitutes and appoints each of Jon W.
Bilstrom, Nicole V. Gersch, Jennifer S. Perry and
Owen M. Scheurich, signing singly, the undersigned's
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned,
Forms 3, 4 and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the
rules thereunder and Form 144 with respect to the
securities of Comerica Incorporated (the "Company")
beneficially owned by the undersigned in accordance
with Rule 144 under the Securities Act of 1933
(the "Securities Act");
(2) execute for and on behalf of the undersigned,
documents necessary to facilitate the filing of
Forms 3, 4 and 5 and Form 144;
(3) do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form
3, 4 or 5 or Form 144, complete and execute any
amendment or amendments thereto, and timely file
such form with the United States Securities and
Exchange Commission and any stock exchange or
similar authority; and
(4) take any other action of any type whatsoever
in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by,
the undersigned, it being understood that the
documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney
-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as
fully to all intents and all purposes as the
undersigned might or could do if personally present,
with full power of substitution or revocation,
hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys
-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's respons-
ibilities to comply with Section 16 of the Securities
Exchange Act of 1934 or Rule 144 under the Securities
Act.
The termination of any attorney-in-fact's employment
by the Company, however caused, shall operate as a
termination of his or her powers and authorities
hereunder, but shall not affect the powers and
authorities herein granted to any other party.
This Power of Attorney shall remain in full force
and effect until six months from the date the
undersigned is terminated or removed, or resigns or
retires from the Company, unless earlier revoked
by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact at the then current
mailing address of the Corporate Legal Department
of Comerica Incorporated.
All Powers of Attorney previously granted in
connection with the foregoing matters hereby are
canceled and revoked.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed and made effective
as of the 27th day of January, 2015.
/s/ Paul R. Obermeyer
Paul R. Obermeyer
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