SEC Form 4 · accession 0000905729-16-000701
CHEMICAL FINANCIAL CORP · CHFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald A Klein
Director
Period of report
Aug 31, 2016
Accepted (ET)
Sep 2, 2016 · 3:18 pm EDT
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 | Aug 31, 2016 | A | 11,245 | — | A | 11,245 | D | |
| Common StockF2 | Aug 31, 2016 | A | 37,462 | — | A | 37,462 | I | Ronald A. Klein Revocable Living Trust UAD 2/26/1997 |
| Common StockF3 | Sep 1, 2016 | S | 14,777 | $45.1348 | D | 22,685 | I | Ronald A. Klein Revocable Living Trust UAD 2/26/1997 |
| Common StockF4 | Sep 1, 2016 | S | 1,981 | $46.0552 | D | 20,704 | I | Ronald A. Klein Revocable Living Trust UAD 2/26/1997 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF5 | $16.24 | Aug 31, 2016 | A | 7,619 | A | — | Jan 2, 2023 | Common Stock | 7,619 | 7,619 | D |
| Stock OptionsF6 | $11.81 | Aug 31, 2016 | A | 12,698 | A | — | Jun 22, 2020 | Common Stock | 12,698 | 12,698 | D |
Explanation of responses
- F1Received in exchange for 23,800 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.
- F2Received in exchange for 79,286 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.
- F3The 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.
- F4The 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.
- F5Received in the merger in exchange for employee stock options to acquire 15,000 shares of Talmer Class A common stock for $8.25 per share, which options were fully vested on the January 2, 2013 grant date.
- F6Received in the merger in exchange for employee stock options to acquire 25,000 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.