COMERICA INC — Director's Dealing 2016

Nov 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2016-11-17

Reporting Person: BABB RALPH W JR (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-17	Common Stock	M	100000	$58.98	Acquired	668338	Direct
2016-11-17	Common Stock	F	98477	$60.57	Disposed	569861	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-17	Employee Stock Option (right to buy)	$58.98	M	100000	Disposed	2017-01-23	Common Stock (100000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$37.45	2018-01-22	Common Stock (100000)	100000	Direct
Employee Stock Option (right to buy)	$17.32	2019-01-27	Common Stock (83600)	83600	Direct
Employee Stock Option (right to buy)	$39.16	2020-07-27	Common Stock (61500)	61500	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (115300)	115300	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (121400)	121400	Direct
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (34700)	34700	Direct
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (27863)	27863	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (31495)	31495	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (36145)	36145	Direct

Footnotes

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

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of November 17, 2016.

F3: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.