8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 9, 2016

Talmer Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan (State or other jurisdiction of incorporation) 001-36308 (Commission File Number) 61-1511150 (IRS Employer Identification No.)

2301 West Big Beaver Rd., Suite 525 Troy, Michigan (Address of principal executive offices) 48084 (Zip Code)

(248) 498-2802

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 9, 2016, Gary Collins resigned as a director of Talmer Bancorp, Inc. (“Talmer”) and its subsidiary, Talmer Bank and Trust (the “Talmer Bank”). As previously announced, Talmer Bank entered into an agreement to sell its single branch in Chicago, Illinois to Old Second National Bank. Upon completion of the sale, Mr. Collins is expected to join Old Second National Bank as Vice Chairman and as a director of Old Second Bancorp, Inc. and Old Second National Bank. The sale is expected to close in the fourth quarter of 2016, subject to regulatory approval, the completion of Talmer’s pending merger with Chemical Financial Corporation (“Chemical”) and other customary closing conditions. Mr. Collins will continue to serve as a Vice Chairman of Talmer and Talmer Bank until the closing of the branch sale. Mr. Collins’ decision to resign from the boards did not involve a disagreement with Talmer on any matter relating to Talmer’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On August 10, 2016, Talmer and Chemical issued a joint press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The information under this Item 7.01 and Exhibit 99.1 are furnished to, and not filed with, the Securities and Exchange Commission.

Item 8.01. Other Events.

As previously reported, on January 25, 2016, Talmer entered into an Agreement and Plan of Merger providing for Talmer to merge with and into Chemical, with Chemical as the surviving corporation. Chemical received regulatory approvals for the merger from the State of Michigan Department of Insurance and Financial Services on August 2, 2016, and the Board of Governors of the Federal Reserve System on August 8, 2016. Talmer and Chemical previously received approval of the merger from their respective shareholders.  The merger is expected to close on August 31, 2016. Completion of the merger remains subject to the satisfaction of customary closing conditions.

Item 9.01  Financial Statements and Exhibits.

(d)                                 Exhibits

Exhibit No.	Exhibit
99.1	Press Release dated August 10, 2016

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements include, without limitation, statements regarding Talmer Bank’s proposed sale of its Chicago, Illinois branch to Old Second National Bank, including that the transaction is expected to close in the fourth quarter of 2016, and statements regarding the expected closing date for Talmer’s merger with Chemical. Words such as “expected,” “anticipated,” “believes,” “estimated,” “approximately,” “continued,” “should,” “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors, including the inability, with respect to the branch sale, to obtain the requisite regulatory approval and meet other closing terms and conditions, including the inability to close on our pending merger with Chemical, and with respect to the merger, the inability of either Talmer or Chemical to meet all closing terms and conditions, as well as additional risks and uncertainties contained in the “Risk Factors” and forward-looking statements disclosure contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, any or all of which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by Talmer or any person that future events, plans, or expectations contemplated by Talmer will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TALMER BANCORP, INC.

Dated: August 10, 2016	By:/s/ David T. Provost
	David T. Provost
	Chief Executive Officer

EX-99.1

For further information:

Chemical Financial Corporation:

David B. Ramaker, CEO

Lori A. Gwizdala, CFO

989-839-5350

Talmer Bancorp, Inc.:

Dennis Klaeser, CFO

248-498-2848

CHEMICAL FINANCIAL CORPORATION RECEIVES REGULATORY APPROVALS OF ITS MERGER WITH TALMER BANCORP, INC.

Midland, MI, August 10, 2016--- Chemical Financial Corporation ("Chemical") (Nasdaq: CHFC), holding company for Chemical Bank, announced today that it has received regulatory approvals of the merger between Chemical and Talmer Bancorp, Inc. ("Talmer") from the State of Michigan Department of Insurance and Financial Services and the Board of Governors of the Federal Reserve System. Chemical and Talmer previously received approval of the merger from their respective shareholders. Chemical and Talmer expect that the closing of the merger will occur on August 31, 2016.

“As a result of these approvals, and our anticipated closing at month-end, we can increasingly focus on the next chapter of this merger. We believe that pairing Talmer’s strong core banking organization, talented and highly respected bankers, and attractive customer base with Chemical’s will result in the Midwest’s preeminent, community-focused financial institution. Combining these liked-minded, growth-oriented organizations should benefit the individuals, families and businesses in the diverse, growing communities that we are fortunate to serve throughout Michigan, Northern Ohio and other contiguous states. We expect the resources and financial strength of the combined organization will allow us to better meet the credit needs of these communities while supporting economic growth across the region,” said David B. Ramaker, Chairman, Chief Executive Officer and President of Chemical Financial Corporation.

"We view this merger as the next stage of both companies' evolutions. Our consistent, client-centric banking philosophies and shared commitment to organic and acquisitive growth, combined with the efficiencies we believe are achievable as a result of the merger, should enhance our ability to drive sustained improvements in earnings and other performance metrics going forward," noted Gary Torgow, Chairman of the Board, Talmer Bancorp, Inc.

Completion of the merger remains subject to the satisfaction of customary closing conditions.

About Chemical Financial Corporation

Chemical Financial Corporation is the second largest banking company headquartered and operating branch offices in Michigan. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising The NASDAQ Global Select Market. More information about Chemical is available by visiting the investor relations section of its website at www.chemicalbankmi.com.

About Talmer Bancorp, Inc.

Headquartered in Troy, Michigan, Talmer Bancorp, Inc. is the holding company for Talmer Bank and Trust. Talmer Bank and Trust operates through branches and lending offices in Michigan, Ohio, Illinois, Indiana, and Nevada, and offers a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals.

Forward-Looking Statements

This press release contains forward-looking statements regarding Chemical's and Talmer’s outlook or expectations with respect to the planned merger, the expected closing date, the expected impact of the transaction on Chemical's future financial performance and consequences of the integration of Talmer into Chemical.

Forward-looking statements are not guarantees of future financial performance and are subject to risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Neither Chemical nor Talmer assumes any duty to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Risk factors relating both to the transaction and the integration of Talmer into Chemical after closing include, without limitation:

• The impact of the completion of the merger on Chemical's and Talmer’s financial statements will be affected by the timing of the merger.

• The merger may be more expensive to complete and the anticipated benefits, including anticipated cost savings and strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events.

• The integration of Talmer’s business and operations into Chemical, which will include conversion of Talmer’s operating systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Chemical's or Talmer’s existing businesses.

• Chemical’s ability to achieve anticipated results from the transaction is dependent on the state of the economic and financial markets going forward. Specifically, Chemical may incur more credit losses than expected and customer and employee attrition may be greater than expected.

• The outcome of pending or threatened litigation, whether currently existing or commencing in the future, including litigation related to the transaction.

• The challenges of integrating, retaining and hiring key personnel.

• Failure to attract new customers and retain existing customers in the manner anticipated.

In addition, risk factors include, but are not limited to, the risk factors described in Item 1A of Chemical's Annual Report on Form 10-K for the year ended December 31, 2015 and in Item 1A of Talmer’s Annual Report on Form 10-K for the year ended December 31, 2015. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.