Sec Form 4 Filing - TORGOW GARY @ CHEMICAL FINANCIAL CORP - 2016-08-31

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 TORGOW GARY 2. Issuer Name and Ticker or Trading Symbol CHEMICAL FINANCIAL CORP [ CHFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 235 EAST MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2016 (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 08/31/2016 A 304,070 A 304,070 D Common Stock 08/31/2016 A 63,158 A 367,228 D Common Stock 09/01/2016 S 245,756 D $ 45.1348 ( 3 ) 121,472 D Common Stock 09/01/2016 S 32,940 D $ 46.0552 ( 4 ) 88,532 D Common Stock 08/31/2016 A 49,848 A 49,848 I By spouse Common Stock 09/01/2016 S 2,096 D $ 45.1348 ( 3 ) 47,752 I By spouse Common Stock 09/01/2016 S 281 D $ 46.0552 ( 4 ) 47,471 I By spouse Common Stock 08/31/2016 A 968 A 968 I By son

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 Stock Options $ 11.81 08/31/2016 A 151,735 ( 7 ) 06/22/2020 Common Stock 151,735 ( 7 ) 151,735 D Stock Options $ 16.24 08/31/2016 A 380,925 ( 8 ) 01/02/2023 Common Stock 380,925 ( 8 ) 380,925 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TORGOW GARY 235 EAST MAIN STREET MIDLAND, MI48640 X Signatures /s/ Jeffrey A. Ott, His Attorney-in-Fact 09/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 643,536 shares of Talmer Bancorp, Inc. ("Talmer") Class A common stock in connection with the merger (the "Merger") of Talmer with and into Chemical Financial Corporation ("Chemical"). The exchange ratio in the Merger was 0.4725 Chemical shares and $1.61 in cash for each share of Talmer's Class A common stock. On the effective date of the merger, the closing price of Talmer's Class A common stock was $23.26 per share, and the closing price of Chemical's common stock was $46.23 per share. ( 2 )Received in exchange for 124,350 shares of unvested restricted stock of Talmer that was assumed by Chemical in the merger and replaced with shares of restricted stock of Chemical. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.98, inclusive on September 1, 2016. The reporting person undertakes to provide to Chemical Financial Corporation, any security holder of Chemical Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the numbers of shares sold at each separate price within the ranges set forth in this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.115, inclusive on September 1, 2016. The reporting person undertakes to provide to Chemical Financial Corporation, any security holder of Chemical Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the numbers of shares sold at each separate price within the ranges set forth in this Form 4. ( 5 )Received in exchange for 105,500 shares of Talmer Class A common stock in connection with the Merger. The exchange ratio in the Merger was 0.4725 Chemical shares and $1.61 in cash for each share of Talmer's Class A common stock. On the effective date of the merger, the closing price of Talmer's Class A common stock was $23.26 per share, and the closing price of Chemical's common stock was $46.23 per share. ( 6 )Received in exchange for 2,050 shares of Talmer Class A common stock in connection with the Merger. The exchange ratio in the Merger was 0.4725 Chemical shares and $1.61 in cash for each share of Talmer's Class A common stock. On the effective date of the merger, the closing price of Talmer's Class A common stock was $23.26 per share, and the closing price of Chemical's common stock was $46.23 per share. ( 7 )Received in the merger in exchange for employee stock options to acquire 298,750 shares of Talmer Class A common stock for $6.00 per share, which options vested in equal installments on the first, second and third anniversaries of the grant date of June 22, 2010. ( 8 )Received in the merger in exchange for employee stock options to acquire 750,000 shares of Talmer Class A common stock for $8.25 per share, which options were fully vested on the January 2, 2013 grant date.

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