Sec Form 4 Filing - GWIZDALA LORI A @ CHEMICAL FINANCIAL CORP - 2015-02-27

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 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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1. Name and Address of Reporting Person GWIZDALA LORI A 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 X __ Officer (give title below) _____ Other (specify below) EVP, CFO & Treasurer (Last) (First) (Middle) 235 E. MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2015 (Street) MIDLAND, MI48640 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/27/2015 M 4,477 ( 1 ) A $ 0 41,472 D Common Stock 02/27/2015 F 1,415 ( 2 ) D $ 30.18 40,057 D Common Stock 02/27/2015 S 1,166 D $ 30.38 38,891 D Common Stock 650 I ( 3 ) By husband in trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Restricted Stock Units ( 1 ) 02/27/2015 M 4,070 ( 1 ) ( 1 ) ( 1 ) Common Stock 4,070 ( 1 ) $ 0 0 D Stock Options $ 30.18 02/27/2015 A 7,674 ( 4 ) 02/28/2025 Common Stock 7,674 $ 0 7,674 D Restricted Stock Units ( 5 ) 02/27/2015 A 4,749 ( 5 ) ( 5 ) Common Stock 4,749 $ 0 4,749 D Restricted Stock Units ( 6 ) 02/27/2015 A 712 ( 6 ) ( 6 ) Common Stock 712 $ 0 712 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GWIZDALA LORI A 235 E. MAIN STREET MIDLAND, MI48640 EVP, CFO & Treasurer Signatures /s/ Lori A. Gwizdala 03/02/2015 Signature of Reporting Person Date

Explanation of Responses:

( 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, 2014 and the reporting person's satisfaction of the service requirement as of February 27, 2015. Restricted stock units were converted to shares of common stock on a 1.0-for-1.1 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 )The reporting person disclaims any beneficial ownership of all shares owned by his sons. 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 his sons. ( 4 )Vests in five equal annual installments beginning on February 27, 2016. ( 5 )Award of restricted stock performance 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 based on the attainment by the Company of certain financial performance criteria in the year ending December 31, 2017 and the reporting person's satisfaction of the service requirement in February 2018. 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 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.

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