SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Linebaugh Karl
(Last) (First) (Middle)
235 E. MAIN STREET
(Street)
MIDLAND MI 48640
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/26/2013 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 02/22/2013 C 709(4) A $0 35,059 D
Common Stock 02/22/2013 F 269(1) D $25.14 34,790 D
Common Stock 4,234.355 I By 401(k) Plan
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 Securities Underlying Derivative Security (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: 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 $25.14 02/22/2013 A 1,121 02/22/2014 02/23/2023 Common Stock 1,121 $0 1,121 D
Stock Options $25.14 02/22/2013 A 1,121 02/22/2015 02/23/2023 Common Stock 1,121 $0 1,121 D
Stock Options $25.14 02/22/2013 A 1,121 02/22/2016 02/23/2023 Common Stock 1,121 $0 1,121 D
Stock Options $25.14 02/22/2013 A 1,120 02/22/2017 02/23/2023 Common Stock 1,120 $0 1,120 D
Stock Options $25.14 02/22/2013 A 1,120 02/22/2018 02/23/2023 Common Stock 1,120 $0 1,120 D
Restricted Stock Units (2) 02/22/2013 A 825 (2) (2) Common Stock 825 $0 825 D
Restricted Stock Units (3) 02/22/2013 A 275 (3) (3) Common Stock 275 $0 275 D
Restricted Stock Units (4) 02/22/2013 C 677(4) (4) (4) Common Stock 677(4) $0 0 D
Explanation of Responses:
1. Shares withheld to satisfy applicable withholding taxes in connection with conversion of restricted stock units.
2. 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, 2015, based on the attainment by the Company of certain financial performance criteria in the year ending December 31, 2015 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 0.25-for-1 to 1.5-for-1 depending on the actual performance of the Company.
3. 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.
4. 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, 2012 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-1.048 basis, as performance targets were achieved at above the targeted level.
/s/ Lori A. Gwizdala, His Attorney-In-Fact 05/02/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.