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Filing Details

Accession Number:: 0000905729-16-000706
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-09-02 15:20:54
Reporting Period:: 2016-08-31

Filing Date:: 2016-09-02
Accepted Time:: 2016-09-02 15:20:54
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
1251487	Gary Torgow	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	304,070	$0.00	304,070	No	4	A	Direct
Common Stock	Acquisiton	2016-08-31	63,158	$0.00	367,228	No	4	A	Direct
Common Stock	Disposition	2016-09-01	245,756	$45.13	121,472	No	4	S	Direct
Common Stock	Disposition	2016-09-01	32,940	$46.06	88,532	No	4	S	Direct
Common Stock	Acquisiton	2016-08-31	49,848	$0.00	49,848	No	4	A	Indirect	By spouse
Common Stock	Disposition	2016-09-01	2,096	$45.13	47,752	No	4	S	Indirect	By spouse
Common Stock	Disposition	2016-09-01	281	$46.06	47,471	No	4	S	Indirect	By spouse
Common Stock	Acquisiton	2016-08-31	968	$0.00	968	No	4	A	Indirect	By son

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 son

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	151,735	$0.00	151,735	$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
151,735		2020-06-22	No	4	A	Direct
380,925		2023-01-02	No	4	A	Direct

Footnotes

Received in exchange for 643,536 shares of Talmer Bancorp, Inc. ("Talmer") Class A common stock in connection with the merger (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 105,500 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 2,050 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 the merger in exchange for employee stock options to acquire 298,750 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.