Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
RAHN JOEL F
   2. Issuer Name and Ticker or Trading Symbol
CHEMICAL FINANCIAL CORP [(CHFC)] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Officer of Principal Bus. Unit
(Last)
(First)
(Middle)
235 E. MAIN STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/18/2014
(Street)

MIDLAND, MI 48640		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/18/2014   C   866 (1) A $ 0 4,174.985 (3) D  
Common Stock 02/18/2014   F   266 (2) D $ 29.45 3,908.985 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 29.45 02/18/2014   A   953   02/18/2015 02/19/2024 Common Stock 953 $ 0 953 D  
Stock Options $ 29.45 02/18/2014   A   952   02/18/2016 02/19/2024 Common Stock 952 $ 0 952 D  
Stock Options $ 29.45 02/18/2014   A   952   02/18/2017 02/19/2024 Common Stock 952 $ 0 952 D  
Stock Options $ 29.45 02/18/2014   A   952   02/18/2018 02/19/2024 Common Stock 952 $ 0 952 D  
Stock Options $ 29.45 02/18/2014   A   952   02/18/2019 02/19/2024 Common Stock 952 $ 0 952 D  
Restricted Stock Units (4) 02/18/2014   A   935     (4)   (4) Common Stock 935 $ 0 935 D  
Restricted Stock Units (5) 02/18/2014   A   623     (5)   (5) Common Stock 623 $ 0 623 D  
Restricted Stock Units (1) 02/18/2014   C     737 (1)   (1)   (1) Common Stock 737 (1) $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RAHN JOEL F
235 E. MAIN STREET
MIDLAND, MI 48640		       Officer of Principal Bus. Unit

Signatures

 /s/ Lori A. Gwizdala, His Attorney-in-Fact   02/19/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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 103.350 shares acquired between 1/22/2013 and 12/31/2013 through dividend reinvestment.
(4) 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.
(5) 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.

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