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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $ 29.45 | 02/18/2014 | A | 860 | 02/18/2015 | 02/19/2024 | Common Stock | 860 | $ 0 | 860 | D | ||||
| Stock Options | $ 29.45 | 02/18/2014 | A | 860 | 02/18/2016 | 02/19/2024 | Common Stock | 860 | $ 0 | 860 | D | ||||
| Stock Options | $ 29.45 | 02/18/2014 | A | 860 | 02/18/2017 | 02/19/2024 | Common Stock | 860 | $ 0 | 860 | D | ||||
| Stock Options | $ 29.45 | 02/18/2014 | A | 859 | 02/18/2018 | 02/19/2024 | Common Stock | 859 | $ 0 | 859 | D | ||||
| Stock Options | $ 29.45 | 02/18/2014 | A | 859 | 02/18/2019 | 02/19/2024 | Common Stock | 859 | $ 0 | 859 | D | ||||
| Restricted Stock Units | (5) | 02/18/2014 | A | 968 | (5) | (5) | Common Stock | 968 | $ 0 | 968 | D | ||||
| Restricted Stock Units | (6) | 02/18/2014 | A | 645 | (6) | (6) | Common Stock | 645 | $ 0 | 645 | D | ||||
| Restricted Stock Units | (1) | 02/18/2014 | C | 937 (1) | (1) | (1) | Common Stock | 937 (1) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kerber Lynn 235 E. MAIN STREET MIDLAND, MI 48640 |
Officer of Principal Bus. Unit | |||
| /s/ Lori A. Gwizdala, Her Attorney-In-Fact | 02/19/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Restricted 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, 2013 and the reporting person's attainment of the restricted period. Restricted stock units were converted to shares of common stock on a 1.0-for-1.175 basis, as performance targets were achieved above the targeted level. |
| (2) | Shares withheld to satisfy applicable withholding taxes in connection with conversion of restricted stock units. |
| (3) | Includes 3.0 shares acquired between 1/1/2013 and 12/31/2013 through the Corporation's Chemical Invest Direct Program. |
| (4) | Between 1/1/2013 and 12/31/2013 the reporting person acquired 111.778 shares of Chemical Financial Corporation common stock under the Chemical Financial Corporation 401(k) Plan. |
| (5) | Award of restricted stock 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 upon the completion of the year ending December 31, 2016, based on the attainment by the Company of certain financial performance criteria in the year ending December 31, 2016 and the reporting person's attainment of the restricted period. 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. |
| (6) | Award of restricted stock 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. |