SEC Form 4 · accession 0000905729-16-000703
CHEMICAL FINANCIAL CORP · CHFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas C Shafer
Officer — EVP of Reg & Community Banking
Period of report
Aug 31, 2016
Accepted (ET)
Sep 2, 2016 · 3:19 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 | 61,234 | — | A | 61,234 | D | |
| Common StockF2 | Aug 31, 2016 | A | 36,061 | — | A | 97,295 | D | |
| Common StockF3 | Sep 1, 2016 | S | 30,384 | $45.1348 | D | 66,911 | D | |
| Common StockF4 | Sep 1, 2016 | S | 4,072 | $46.0552 | D | 62,839 | D |
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 | 76,185 | A | — | Jan 2, 2023 | Common Stock | 76,185 | 76,185 | D |
Explanation of responses
- F1Received in exchange for 129,597 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 71,000 shares of unvested restricted stock of Talmer that was assumed by Chemical in the merger and replaced with shares of restricted stock of Chemical.
- 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 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.