Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
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 ^* McKinney Cassandra M.	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) EVP
(Last) (First) (Middle) 1717 MAIN STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/23/2021
(Street) DALLAS, TX 75201 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/23/2021		A		806 ⁽¹⁾	A	$0	6464 ⁽²⁾	D
Common Stock	2/23/2021		F		318	D	$69.59	6146 ⁽²⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$32.97							1/26/2017 ⁽³⁾	1/26/2026	Common Stock	1009.0		1009	D
Employee Stock Option (right to buy)	$67.66							1/24/2018 ⁽³⁾	1/24/2027	Common Stock	2375.0		2375	D
Employee Stock Option (right to buy)	$95.25							1/23/2019 ⁽³⁾	1/23/2028	Common Stock	1125.0		1125	D
Employee Stock Option (right to buy)	$80.17							1/22/2020 ⁽³⁾	1/22/2029	Common Stock	1540.0		1540	D
Employee Stock Option (right to buy)	$63.15							1/28/2021 ⁽³⁾	1/28/2030	Common Stock	2790.0		2790	D
Employee Stock Option (right to buy)	$60.12							1/26/2022 ⁽³⁾	1/26/2031	Common Stock	3140.0		3140	D

Explanation of Responses:
(1)	On January 23, 2018, a "target" award of 720 performance restricted stock units ("SELTPP units") was granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The SELTPP units are settled in stock and vest in one installment following certification of results for a three-year performance period. The performance period ended on December 31, 2020, and on February 23, 2021, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 122% based upon satisfaction of a three-year average return on common equity excluding certain nonperformance items performance goal and (2) the negative total shareholder return modifier of 10 percentage points was applied based on failure to satisfy the relative total shareholder return goal.
(2)	Includes shares acquired through employee stock plans and restricted stock units as of February 23, 2021.
(3)	The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McKinney Cassandra M. 1717 MAIN STREET DALLAS, TX 75201			EVP

Signatures
/s/ Jennifer S. Perry, on behalf of Cassandra M. McKinney through Power of Attorney		2/25/2021
^**Signature of Reporting Person		Date