Ralph W Babb JR Form 4 COMERICA / RALPH W BABB JR 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^*

BABB RALPH W JR

(Last) (First) (Middle)

COMERICA INCORPORATED

1717 MAIN STREET, MC 6400

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2017		A		54,861(1)	A	$0	617,569(2)	D
Common Stock	02/28/2017		F		23,015	D	$71.28	594,554(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)	$17.32							01/27/2010(3)	01/27/2019	Common Stock	83,600		83,600	D
Employee Stock Option (right to buy)	$39.16							07/27/2011(3)	07/27/2020	Common Stock	61,500		61,500	D
Employee Stock Option (right to buy)	$39.1							01/25/2012(3)	01/25/2021	Common Stock	115,300		115,300	D
Employee Stock Option (right to buy)	$29.6							01/24/2013(3)	01/24/2022	Common Stock	121,400		121,400	D
Employee Stock Option (right to buy)	$33.79							01/22/2014(3)	01/22/2023	Common Stock	34,700		34,700	D
Employee Stock Option (right to buy)	$49.51							01/21/2015(3)	01/21/2024	Common Stock	27,863		27,863	D
Employee Stock Option (right to buy)	$42.32							01/27/2016(3)	01/27/2025	Common Stock	31,495		31,495	D
Employee Stock Option (right to buy)	$32.97							01/26/2017(3)	01/26/2026	Common Stock	36,145		36,145	D
Employee Stock Option (right to buy)	$67.66							01/24/2018(3)	01/24/2027	Common Stock	18,220		18,220	D

Explanation of Responses:

1. On January 21, 2014, a "target" award of 54,534 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, 2016, and on February 28, 2017, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 100.6% based upon satisfaction of a three-year average adjusted return on common equity 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 stock units held pursuant to a deferred compensation plan as of February 28, 2017.

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 Ralph W. Babb, Jr. through Power of Attorney	03/02/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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