SEC FORM 4

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^*

Sefzik Peter L

(Last)

(First)

(Middle)

COMERICA INCORPORATED

1717 MAIN STREET, MC 6573

(Street)

DALLAS

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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2017		M		725	A	$39.1	9,038⁽¹⁾	D
Common Stock	01/27/2017		F⁽²⁾		497	D	$69.11	8,541⁽¹⁾	D
Common Stock	01/27/2017		M		1,750	A	$29.6	10,291⁽¹⁾	D
Common Stock	01/27/2017		F⁽²⁾		1,024	D	$69.11	9,267⁽¹⁾	D
Common Stock	01/27/2017		M		3,350	A	$33.79	12,617⁽¹⁾	D
Common Stock	01/27/2017		F⁽²⁾		2,107	D	$69.11	10,510⁽¹⁾	D
Common Stock	01/27/2017		M		2,215	A	$49.51	12,725⁽¹⁾	D
Common Stock	01/27/2017		F⁽²⁾		1,759	D	$69.11	10,966⁽¹⁾	D
Common Stock	01/27/2017		M		1,705	A	$42.32	12,671⁽¹⁾	D
Common Stock	01/27/2017		F⁽²⁾		1,225	D	$69.11	11,446⁽¹⁾	D
Common Stock	01/27/2017		M		828	A	$32.97	12,274⁽¹⁾	D
Common Stock	01/27/2017		F⁽²⁾		514	D	$69.11	11,760⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$39.1	01/27/2017		M			725	01/25/2012⁽³⁾	01/25/2021	Common Stock	725	$0	0	D
Employee Stock Option (right to buy)	$29.6	01/27/2017		M			1,750	01/24/2013⁽³⁾	01/24/2022	Common Stock	1,750	$0	0	D
Employee Stock Option (right to buy)	$33.79	01/27/2017		M			3,350	01/22/2014⁽³⁾	01/22/2023	Common Stock	3,350	$0	0	D
Employee Stock Option (right to buy)	$49.51	01/27/2017		M			2,215	01/21/2015⁽³⁾	01/21/2024	Common Stock	2,215	$0	739	D
Employee Stock Option (right to buy)	$42.32	01/27/2017		M			1,705	01/27/2016⁽³⁾	01/27/2025	Common Stock	1,705	$0	1,705	D
Employee Stock Option (right to buy)	$32.97	01/27/2017		M			828	01/26/2017⁽³⁾	01/26/2026	Common Stock	828	$0	2,487	D
Employee Stock Option (right to buy)	$67.66							01/24/2018⁽³⁾	01/24/2027	Common Stock	1,700		1,700	D

Explanation of Responses:

1. Includes shares acquired through employee stock plans and shares purchased with reinvested dividends as of January 27, 2017.

2. Shares were withheld to satisfy tax withholding obligations and pay exercise price.

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 Peter L. Sefzik through Power of Attorney	01/31/2017
	** 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).
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