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Filing Details

Accession Number:: 0000905729-16-000702
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-09-02 15:18:39
Reporting Period:: 2016-08-31

Filing Date:: 2016-09-02
Accepted Time:: 2016-09-02 15:18:39
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
1225765	L Dennis Klaeser	235 East Main Street Midland MI 48640	Chief Financial Officer	No	Yes	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
Common Stock	Acquisiton	2016-08-31	86,913	$0.00	86,913	No	4	A	Direct
Common Stock	Acquisiton	2016-08-31	41,648	$0.00	128,561	No	4	A	Direct
Common Stock	Disposition	2016-09-01	43,901	$45.13	84,660	No	4	S	Direct
Common Stock	Disposition	2016-09-01	5,884	$46.06	78,776	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	A	Direct
No	4	S	Direct
No	4	S	Direct

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	76,185	$0.00	76,185	$16.24

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
76,185		2023-01-02	No	4	A	Direct

Footnotes

Received in exchange for 183,943 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 82,000 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 the merger in exchange for employee stock options to acquire 150,000 shares of Talmer Class A common stock for $8.25 per share, which options were fully vested on the January 2, 2013 grant date.