SEC Form 4 · accession 0000905729-17-000074
CHEMICAL FINANCIAL CORP · CHFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Lori A Gwizdala
Other
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 2:43 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 21, 2017 | S | 413 | $53.59 | D | 48,395 | D | |
| Common StockF1 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $53.72 | Feb 21, 2017 | A | 8,358 | A | — | Feb 22, 2027 | Common Stock | 8,358 | 8,358 | D |
| Restricted Stock Performance UnitsF3 | — | Feb 21, 2017 | A | 3,361 | A | — | — | Common Stock | 3,361 | 3,361 | D |
| Restricted Stock Service-Based UnitsF4 | — | Feb 21, 2017 | A | 521 | A | — | — | Common Stock | 521 | 521 | D |
Explanation of responses
- F1The reporting person disclaims any beneficial ownership of all shares owned by her husband. 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 her husband.
- F2Vests in five equal annual installments beginning on February 21, 2018.
- F3Award of restricted stock performance units pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2015. 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, 2019 and the reporting person's satisfaction of the service requirement in February 2020. 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.
- F4Award 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.