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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Burkhart Megan D
(Last) (First) (Middle)
1717 MAIN STREET
MC 6515
(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)
SEVP & Chief Admin Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2024
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 11/20/2024 G 4,292(1) D $0 44,678(2) 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) $53.96 01/23/2025(3) 01/23/2034 Common Stock 4,800 4,800 D
Employee Stock Option (right to buy) $71.16 01/24/2024(3) 01/24/2033 Common Stock 3,905 3,905 D
Employee Stock Option (right to buy) $92.58 01/25/2023(3) 01/25/2032 Common Stock 2,410 2,410 D
Employee Stock Option (right to buy) $60.12 01/26/2022(3) 01/26/2031 Common Stock 3,770 3,770 D
Employee Stock Option (right to buy) $63.15 01/28/2021(3) 01/28/2030 Common Stock 4,145 4,145 D
Employee Stock Option (right to buy) $80.17 01/22/2020(3) 01/22/2029 Common Stock 2,265 2,265 D
Employee Stock Option (right to buy) $95.25 01/23/2019(3) 01/23/2028 Common Stock 1,615 1,615 D
Employee Stock Option (right to buy) $67.66 01/24/2018(3) 01/24/2027 Common Stock 2,050 2,050 D
Explanation of Responses:
1. The shares were gifted to a fund that makes charitable contributions.
2. Includes shares acquired through employee stock plans, restricted stock units and shares purchased with reinvested dividends as of November 20, 2024.
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/ Nicole V. Gersch, on behalf of Megan D. Burkhart through Power of Attorney 11/21/2024
** 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.
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