0000905729-13-000089.txt : 20130503 0000905729-13-000089.hdr.sgml : 20130503 20130503120747 ACCESSION NUMBER: 0000905729-13-000089 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130222 FILED AS OF DATE: 20130503 DATE AS OF CHANGE: 20130503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON KENNETH WILLIAM CENTRAL INDEX KEY: 0001349029 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08185 FILM NUMBER: 13811279 MAIL ADDRESS: STREET 1: 333 E MAIN STREET CITY: MIDLAND STATE: MI ZIP: 48640 FORMER NAME: FORMER CONFORMED NAME: JOHNSON KENNETH WOOD DATE OF NAME CHANGE: 20061031 FORMER NAME: FORMER CONFORMED NAME: Johnson Kenneth William DATE OF NAME CHANGE: 20060106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 235 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 989-839-5350 MAIL ADDRESS: STREET 1: 235 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 4/A 1 primary_doc.xml PRIMARY DOCUMENT X0306 4/A 2013-02-22 2013-02-26 0 0000019612 CHEMICAL FINANCIAL CORP (CHFC) 0001349029 JOHNSON KENNETH WILLIAM 235 E MAIN STREET MIDLAND MI 48640 0 0 0 1 Officer of Principal Bus. Unit Common Stock 2013-02-22 4 C 0 1800 0 A 3520 D Common Stock 2013-02-22 4 F 0 701 25.14 D 2819 D Common Stock 5304.922 I By 401(k) plan Stock Options 25.14 2013-02-22 4 A 0 1743 0 A 2014-02-22 2023-02-23 Common Stock 1743 1743 D Stock Options 25.14 2013-02-22 4 A 0 1742 0 A 2015-02-22 2023-02-23 Common Stock 1742 1742 D Stock Options 25.14 2013-02-22 4 A 0 1742 0 A 2016-02-22 2023-02-23 Common Stock 1742 1742 D Stock Options 25.14 2013-02-22 4 A 0 1742 0 A 2017-02-22 2023-02-23 Common Stock 1742 1742 D Stock Options 25.14 2013-02-22 4 A 0 1742 0 A 2018-02-22 2023-02-23 Common Stock 1742 1742 D Restricted Stock Units 2013-02-22 4 A 0 2051 0 A Common Stock 2051 2051 D Restricted Stock Units 2013-02-22 4 A 0 513 0 A Common Stock 513 513 D Restricted Stock Units 2013-02-22 4 C 0 1718 0 D Common Stock 1718 0 D Shares withheld to satisfy applicable withholding taxes in connection with conversion of restricted stock units. Between 12/31/2011 and 12/31/2012 the reporting person acquired 830.015 shares of Chemical Financial Corporation common stock under the Chemical Financial Corporation 401(k) Plan. 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. 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. 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 2013-05-02 EX-24 2 johnsonpoa.htm POWER OF ATTORNEY LIMITED POWER OF ATTORNEY - Kenneth W. Johnson

EXHIBIT 24

LIMITED POWER OF ATTORNEY

                    The undersigned, a director and/or officer of Chemical Financial Corporation, a Michigan corporation (the "Company"), does hereby appoint DAVID B. RAMAKER, LORI A. GWIZDALA, JEFFREY A. OTT, and GORDON R. LEWIS, or any one or more of them, with full power of substitution, his or her attorneys and agents to do any and all acts and things and to execute and file any and all documents and instruments that such attorneys and agents, or any of them, consider necessary or advisable to enable the undersigned (in his or her individual capacity or in a fiduciary or other capacity) to comply with the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any requirements of the Securities and Exchange Commission in respect thereof, in connection with his or her intended sale of any security related to the Company pursuant to Rule 144 issued under the Securities Act and the preparation, execution and filing of any report or statement of beneficial ownership or changes in beneficial ownership of securities of the Company that the undersigned (in his or her individual capacity or in a fiduciary or other capacity) may be required to file pursuant to Section 16(a) of the Exchange Act including, without limitation, full power and authority to sign the undersigned's name, in his or her individual capacity or in a fiduciary or other capacity, to any report or statement on Form 3, 4, 5 or 144, or to any amendments or any successor forms thereto, or any form or forms adopted by the Securities and Exchange Commission in lieu thereof or in addition thereto, hereby ratifying and confirming all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

                    The undersigned agrees that the attorneys-in-fact named herein may rely entirely on information furnished orally or in writing by the undersigned to such attorneys-in-fact.

                    This authorization shall supersede all prior authorizations to act for the undersigned with respect to securities of the Company in these matters, which prior authorizations are hereby revoked, and shall survive the termination of the undersigned's status as a director and/or officer of the Company and remain in effect thereafter for so long as the undersigned (in his or her individual capacity or in a fiduciary or other capacity) is subject to Rule 144 with respect to securities of the Company or has any obligation under Section 16 of the Exchange Act with respect to securities of the Company.


Date:  July 25, 2007

/s/ Kenneth W. Johnson

  
 

(Signature)

  
     
 

Kenneth W. Johnson

  
 

(Print Name)