SEC Form 4 · accession 0000905729-15-000095
CHEMICAL FINANCIAL CORP · CHFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lori A Gwizdala
Officer — EVP, CFO & Treasurer
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 3:23 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 StockF1 | Feb 27, 2015 | M | 4,477 | $0.00 | A | 41,472 | D | |
| Common StockF2 | Feb 27, 2015 | F | 1,415 | $30.18 | D | 40,057 | D | |
| Common Stock | Feb 27, 2015 | S | 1,166 | $30.38 | D | 38,891 | D | |
| Common StockF3 | holding | — | — | — | 650 | I | By husband in trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Feb 27, 2015 | M | 4,070 | D | — | — | Common Stock | 4,070 | 0 | D |
| Stock OptionsF4 | $30.18 | Feb 27, 2015 | A | 7,674 | A | — | Feb 28, 2025 | Common Stock | 7,674 | 7,674 | D |
| Restricted Stock UnitsF5 | — | Feb 27, 2015 | A | 4,749 | A | — | — | Common Stock | 4,749 | 4,749 | D |
| Restricted Stock UnitsF6 | — | Feb 27, 2015 | A | 712 | A | — | — | Common Stock | 712 | 712 | D |
Explanation of responses
- F1Restricted stock units converted into shares of common stock upon the attainment by the Company of certain financial performance criteria upon completion of the year ended December 31, 2014 and the reporting person's satisfaction of the service requirement as of February 27, 2015. Restricted stock units were converted to shares of common stock on a 1.0-for-1.1 basis, as performance targets were achieved above the targeted level.
- F2Shares withheld to satisfy applicable withholding taxes in connection with conversion of restricted stock units.
- F3The reporting person disclaims any beneficial ownership of all shares owned by his sons. The filing of this statement shall not be construed as an admission that the reporting person is, for purposes of Section 16 of the Exchange Act of 1934 or for any other purpose, the beneficial owner of the securities owned by his sons.
- F4Vests in five equal annual installments beginning on February 27, 2016.
- F5Award of restricted stock performance units pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2012. 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, 2017 and the reporting person's satisfaction of the service requirement in February 2018. Restricted stock units under this award are reported assuming shares of common stock will be issuable on a 1-for-1 basis, but restricted stock 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.
- F6Award of restricted stock service-based units convertible into shares of common stock on a 1-for-1 basis at the end of a 5-year vesting period. Dividend equivalents will accrue under this award.