SEC Form 4 · accession 0000019612-19-000042
CHEMICAL FINANCIAL CORP · CHFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Torgow
Director
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 4:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000019612
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 22, 2019 | F | 2,460 | $47.17 | D | 90,203 | D | |
| Common Stock | holding | — | — | — | 371 | I | By spouse | |
| Common Stock | holding | — | — | — | 968 | I | By son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Performance UnitsF1 | — | Feb 25, 2019 | A | 27,117 | A | — | — | Common Stock | 27,117 | 27,117 | D |
| Restricted Stock Service-Based UnitsF2 | — | Feb 25, 2019 | A | 16,292 | A | — | — | Common Stock | 16,292 | 16,292 | D |
| Restricted Stock Service-Based UnitsF3 | — | Feb 25, 2019 | A | 20,364 | A | — | — | Common Stock | 20,364 | 20,364 | D |
Explanation of responses
- F1Award of restricted stock performance units pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2017. Restricted stock units under this award are convertible into shares of common stock based on the attainment by the Company of certain financial performance criteria in the year ending December 31, 2021 and the reporting person's satisfaction of the service requirement in February 2022. Restricted stock performance units under this award are reported assuming shares of common stock will be issuable on a 1-for-1 basis, but restricted stock performance units may be convertible on a basis ranging from 0.5-for-1 to 1.5-for-1 depending on the actual performance of the Company.
- F2Award of restricted stock service-based units pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2017. Restricted stock units under this award are convertible into shares of common stock on a 1-for-1 basis in five equal annual installments beginning on February 25, 2020. Dividend equivalents will accrue under this award.
- F3Award of restricted stock service-based units pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2017. Restricted stock units under this award are convertible into shares of common stock on a 1-for-1 basis in three equal annual installments beginning on February 25, 2020. Dividend equivalents will accrue under this award.