COMERICA INC — Director's Dealing 2016

Nov 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2016-11-18

Reporting Person: Burkhart Megan D (EVP - Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-18	Common Stock	M	2100	$17.32	Acquired	27019	Direct
2016-11-18	Common Stock	F	1227	$61.04	Disposed	25792	Direct
2016-11-18	Common Stock	M	3200	$58.98	Acquired	28992	Direct
2016-11-18	Common Stock	F	3138	$61.04	Disposed	25854	Direct
2016-11-18	Common Stock	M	11500	$29.60	Acquired	37354	Direct
2016-11-18	Common Stock	F	8062	$61.04	Disposed	29292	Direct
2016-11-21	Common Stock	S	3873	$60.72	Disposed	25419	Direct
2016-11-21	Common Stock	S	500	$60.73	Disposed	24919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-18	Employee Stock Option (right to buy)	$58.98	M	3200	Disposed	2017-01-23	Common Stock (3200)	Direct
2016-11-18	Employee Stock Option (right to buy)	$17.32	M	2100	Disposed	2019-01-27	Common Stock (2100)	Direct
2016-11-18	Employee Stock Option (right to buy)	$29.60	M	11500	Disposed	2022-01-24	Common Stock (11500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$37.45	2018-01-22	Common Stock (2800)	2800	Direct
Employee Stock Option (right to buy)	$34.78	2020-01-26	Common Stock (15000)	15000	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (11000)	11000	Direct
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (3000)	3000	Direct
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (2786)	2786	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (3325)	3325	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (3815)	3815	Direct

Footnotes

F1: Shares were withheld to satisfy tax withholding obligations and pay exercise price.

F2: Includes shares acquired through employee stock plans and shares purchased with reinvested dividends as of November 18, 2016.

F3: Includes shares acquired through employee stock plans and shares purchased with reinvested dividends as of November 21, 2016.

F4: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.