Michael H Michalak Form 4 COMERICA / MICHAEL H MICHALAK 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^*

MICHALAK MICHAEL H

(Last) (First) (Middle)

1717 MAIN STREET

MC 6406

(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)
EVP - Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2017

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	02/09/2017		M		7,000	A	$37.45	44,543(1)	D
Common Stock	02/09/2017		F(2)		5,281	D	$68.91	39,262(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$37.45	02/09/2017		M			7,000	01/22/2009(3)	01/22/2018	Common Stock	7,000	$0	0	D
Employee Stock Option (right to buy)	$17.32							01/27/2010(3)	01/27/2019	Common Stock	7,000		7,000	D
Employee Stock Option (right to buy)	$34.78							01/26/2011(3)	01/26/2020	Common Stock	15,000		15,000	D
Employee Stock Option (right to buy)	$39.1							01/25/2012(3)	01/25/2021	Common Stock	8,000		8,000	D
Employee Stock Option (right to buy)	$29.6							01/24/2013(3)	01/24/2022	Common Stock	8,000		8,000	D
Employee Stock Option (right to buy)	$33.79							01/22/2014(3)	01/22/2023	Common Stock	2,000		2,000	D
Employee Stock Option (right to buy)	$49.51							01/21/2015(3)	01/21/2024	Common Stock	1,857		1,857	D
Employee Stock Option (right to buy)	$42.32							01/27/2016(3)	01/27/2025	Common Stock	3,500		3,500	D
Employee Stock Option (right to buy)	$32.97							01/26/2017(3)	01/26/2026	Common Stock	4,520		4,520	D
Employee Stock Option (right to buy)	$67.66							01/24/2018(3)	01/24/2027	Common Stock	2,530		2,530	D

Explanation of Responses:

1. 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 9, 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 Michael H. Michalak through Power of Attorney	02/13/2017
	** 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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