Comerica Incorporated : Initial filing by director officer or owner of more than ten percent.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OMB APPROVAL

Washington, D.C. 20549

OMB Number:

3235-0104

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

Estimated average burden

hours per response:

0.5

SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Date of Event

3. Issuer Name and Ticker or Trading Symbol

AUST MICHAEL J

(Month/Day/Year)

COMERICA INC /NEW/[ CMA ]

Requiring Statement

05/03/2019

4. Relationship of Reporting Person(s) to Issuer

5. If Amendment, Date of Original Filed

(Last)

(First)

(Middle)

(Check all applicable)

(Month/Day/Year)

1717 MAIN STREET

Director

10% Owner

6. Individual or Joint/Group Filing (Check

Officer (give title

Other (specify

MC 6509

X

Applicable Line)

below)

below)

X

Form filed by One Reporting

Executive Vice President

Person

(Street)

Form filed by More than One

DALLAS

TX

75201

Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)

2. Amount of Securities

3. Ownership

4. Nature of Indirect Beneficial Ownership

Beneficially Owned (Instr. 4)

Form: Direct (D)

(Instr. 5)

or Indirect (I)

(Instr. 5)

Common Stock

21,498(1)

D

Table II - Derivative Securities Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and

3. Title and Amount of Securities

4.

5.

6. Nature of Indirect

Expiration Date

Underlying Derivative Security (Instr. 4)

Conversion

Ownership

Beneficial Ownership

(Month/Day/Year)

or

Form:

(Instr. 5)

Exercise

Direct (D)

Amount

Price of

or Indirect

or

Derivative

(I) (Instr. 5)

Date

Expiration

Number

Security

of

Exercisable

Date

Title

Shares

Employee Stock Option (right to buy)

01/21/2015(2)

01/21/2024

Common Stock

2,260

49.51

D

Employee Stock Option (right to buy)

01/27/2016(2)

01/27/2025

Common Stock

3,060

42.32

D

Employee Stock Option (right to buy)

01/26/2017(2)

01/26/2026

Common Stock

3,060

32.97

D

Employee Stock Option (right to buy)

01/24/2018(2)

01/24/2027

Common Stock

1,590

67.66

D

Employee Stock Option (right to buy)

01/23/2019(2)

01/23/2028

Common Stock

1,190

95.25

D

Employee Stock Option (right to buy)

01/22/2020(2)

01/22/2029

Common Stock

1,660

80.17

D

Explanation of Responses:

1.Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of May 3, 2019.

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

Remarks:

Ex.24 - Power of Attorney for Michael J. Aust

/s/ Jennifer S. Perry, on behalf	05/10/2019
of Michael J. Aust through
Power of Attorney
** 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 5 (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.

POWER OF ATTORNEY

Michael J. Aust

Know all by these presents, that the undersigned hereby constitutes and appoints each of John D. Buchanan, Nicole V. Gersch, Jennifer S. Perry and Owen M. Scheurich, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)execute for and on behalf of the undersigned, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 with respect to the securities of Comerica Incorporated (the "Company") beneficially owned by the undersigned in accordance with Rule 144 under the Securities Act of 1933 (the "Securities Act");

(2)execute for and on behalf of the undersigned documents necessary to facilitate the filing of Forms 3, 4 and 5 and Form 144;

(3)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and

Exchange Commission and any stock exchange or similar authority; and

(4)take any other action of any type whatsoever

in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney -in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and all purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys -in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act.

The termination of any attorney-in-fact's employment by the Company, however caused, shall operate as a termination of his or her powers and authorities hereunder, but shall not affect the powers and authorities herein granted to any other party.

This Power of Attorney shall remain in full force and effect until six months from the date the undersigned resigns, retires or is removed from the Board of Directors of the Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact at the then current mailing address of the Corporate Legal Department of Comerica Incorporated.

All Powers of Attorney previously granted in connection with the foregoing matters hereby are canceled and revoked.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed and made effective as of the 3rd day of May, 2019.

/s/ Michael J. Aust Michael J. Aust