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Filing Details

Accession Number:: 0000905729-16-000700
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-09-02 15:17:27
Reporting Period:: 2016-08-31

Filing Date:: 2016-09-02
Accepted Time:: 2016-09-02 15:17:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
19612	Chemical Financial Corp	CHFC	State Commercial Banks (6022)	382022454

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1331173	T David Provost	235 East Main Street Midland MI 48640		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-08-31	324,610	$0.00	324,610	No	4	A	Direct
Common Stock	Acquisiton	2016-08-31	63,158	$0.00	387,768	No	4	A	Direct
Common Stock	Disposition	2016-09-01	196,790	$45.13	190,978	No	4	S	Direct
Common Stock	Disposition	2016-09-01	26,377	$46.06	164,601	No	4	S	Direct
Common Stock	Acquisiton	2016-08-31	55,934	$0.00	55,934	No	4	A	Indirect	By spouse
Common Stock	Disposition	2016-09-01	49,323	$45.13	6,611	No	4	S	Indirect	By spouse
Common Stock	Disposition	2016-09-01	6,611	$46.06	0	No	4	S	Indirect	By spouse
Common Stock	Acquisiton	2016-08-31	283	$0.00	283	No	4	A	Indirect	By daughter

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	A	Direct
No	4	S	Direct
No	4	S	Direct
No	4	A	Indirect	By spouse
No	4	S	Indirect	By spouse
No	4	S	Indirect	By spouse
No	4	A	Indirect	By daughter

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Options	Acquisiton	2016-08-31	193,481	$0.00	193,481	$11.81
Common Stock	Stock Options	Acquisiton	2016-08-31	380,925	$0.00	380,925	$16.24

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
193,481		2020-06-22	No	4	A	Direct
380,925		2023-01-02	No	4	A	Direct

Footnotes

Received in exchange for 687,007 shares of Talmer Bancorp, Inc. ("Talmer") Class A common stock in connection with the merger of Talmer with and into Chemical Financial Corporation ("Chemical"). The exchange ratio in the merger was 0.4725 Chemical shares and $1.61 in cash for each share of Talmer's Class A common stock. On the effective date of the merger, the closing price of Talmer's Class A common stock was $23.26 per share, and the closing price of Chemical's common stock was $46.23 per share.
Received in exchange for 124,350 shares of unvested restricted stock of Talmer that was assumed by Chemical in the merger and replaced with shares of restricted stock of Chemical.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.98, inclusive on September 1, 2016. The reporting person undertakes to provide to Chemical Financial Corporation, any security holder of Chemical Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the numbers of shares sold at each separate price within the ranges set forth in this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.115, inclusive on September 1, 2016. The reporting person undertakes to provide to Chemical Financial Corporation, any security holder of Chemical Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the numbers of shares sold at each separate price within the ranges set forth in this Form 4.
Received in exchange for 118,379 shares of Talmer Class A common stock in connection with the merger. The exchange ratio in the merger was 0.4725 Chemical shares and $1.61 in cash for each share of Talmer's Class A common stock. On the effective date of the merger, the closing price of Talmer's Class A common stock was $23.26 per share, and the closing price of Chemical's common stock was $46.23 per share.
Received in exchange for 600 shares of Talmer Class A common stock in connection with the merger. The exchange ratio in the merger was 0.4725 Chemical shares and $1.61 in cash for each share of Talmer's Class A common stock. On the effective date of the merger, the closing price of Talmer's Class A common stock was $23.26 per share, and the closing price of Chemical's common stock was $46.23 per share.
The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Received in the merger in exchange for employee stock options to acquire 380,943 shares of Talmer Class A common stock for $6.00 per share, which options vested in equal installments on the first, second and third anniversaries of the grant date of June 22, 2010.
Received in the merger in exchange for employee stock options to acquire 750,000 shares of Talmer Class A common stock for $8.25 per share, which options were fully vested on the January 2, 2013 grant date.