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)
03/03/2016
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 03/03/2016 F 38,097 D $37.21 567,407(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) $58.98 01/23/2008(2) 01/23/2017 Common Stock 100,000 100,000 D
Employee Stock Option (right to buy) $37.45 01/22/2009(2) 01/22/2018 Common Stock 100,000 100,000 D
Employee Stock Option (right to buy) $17.32 01/27/2010(2) 01/27/2019 Common Stock 83,600 83,600 D
Employee Stock Option (right to buy) $39.16 07/27/2011(2) 07/27/2020 Common Stock 61,500 61,500 D
Employee Stock Option (right to buy) $39.1 01/25/2012(2) 01/25/2021 Common Stock 115,300 115,300 D
Employee Stock Option (right to buy) $29.6 01/24/2013(2) 01/24/2022 Common Stock 121,400 121,400 D
Employee Stock Option (right to buy) $33.79 01/22/2014(2) 01/22/2023 Common Stock 34,700 34,700 D
Employee Stock Option (right to buy) $49.51 01/21/2015(2) 01/21/2024 Common Stock 27,863 27,863 D
Employee Stock Option (right to buy) $42.32 01/27/2016(2) 01/27/2025 Common Stock 31,495 31,495 D
Employee Stock Option (right to buy) $32.97 01/26/2017(2) 01/26/2026 Common Stock 36,145 36,145 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 March 3, 2016.
2. 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 03/07/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.