SEC Form 4 · accession 0000905729-16-000706

CHEMICAL FINANCIAL CORP · CHFC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gary Torgow

Director

Period of report

Aug 31, 2016

Accepted (ET)

Sep 2, 2016 · 3:20 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 Stock^F1	Aug 31, 2016	A	304,070	—	A	304,070	D
Common Stock^F2	Aug 31, 2016	A	63,158	—	A	367,228	D
Common Stock^F3	Sep 1, 2016	S	245,756	$45.1348	D	121,472	D
Common Stock^F4	Sep 1, 2016	S	32,940	$46.0552	D	88,532	D
Common Stock^F5	Aug 31, 2016	A	49,848	—	A	49,848	I	By spouse
Common Stock^F3	Sep 1, 2016	S	2,096	$45.1348	D	47,752	I	By spouse
Common Stock^F4	Sep 1, 2016	S	281	$46.0552	D	47,471	I	By spouse
Common Stock^F6	Aug 31, 2016	A	968	—	A	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
Stock Options^F7	$11.81	Aug 31, 2016	A	151,735	A	—	Jun 22, 2020	Common Stock	151,735	151,735	D
Stock Options^F8	$16.24	Aug 31, 2016	A	380,925	A	—	Jan 2, 2023	Common Stock	380,925	380,925	D

Explanation of responses

F1Received in exchange for 643,536 shares of Talmer Bancorp, Inc. ("Talmer") Class A common stock in connection with the merger (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 124,350 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 exchange for 105,500 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.
F6Received in exchange for 2,050 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.
F7Received in the merger in exchange for employee stock options to acquire 298,750 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.
F8Received in the merger in exchange for employee stock options to acquire 750,000 shares of Talmer Class A common stock for $8.25 per share, which options were fully vested on the January 2, 2013 grant date.