Sec Form 4 Filing - BABB RALPH W JR @ COMERICA INC /NEW/ - 2018-01-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BABB RALPH W JR 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 (Last) (First) (Middle) COMERICA INCORPORATED, 1717 MAIN STREET, MC 6400 3. Date of Earliest Transaction (MM/DD/YY) 01/18/2018 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/18/2018 M 61,500 A $ 39.16 656,909 ( 1 ) D Common Stock 01/18/2018 S 61,500 D $ 94.015 ( 2 ) 595,409 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 39.16 01/18/2018 M 61,500 07/27/2011( 3 ) 07/27/2020 Common Stock 61,500 $ 0 0 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BABB RALPH W JR COMERICA INCORPORATED 1717 MAIN STREET, MC 6400 DALLAS, TX75201 X Chairman & CEO Signatures /s/ Jennifer S. Perry, on behalf of Ralph W. Babb, Jr. through Power of Attorney 01/22/2018 Signature of Reporting Person Date

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 January 18, 2018. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.87 to $94.22, inclusive. Thereporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request,full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. ( 3 )The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

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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