Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rathbun Robert
  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
(Last)
(First)
(Middle)
333 W. FORT STREET, SUITE 1800
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2019
(Street)

DETROIT, MI 48226
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (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 02/27/2019   M   217.37 (1) A $ 0 14,178.37 D  
Common Stock 02/27/2019   F   74.37 (2) D $ 46.48 14,104 D  
Common Stock 02/27/2019   M   373.89 (1) A $ 0 14,477.89 D  
Common Stock 02/27/2019   F   126.89 (2) D $ 46.48 14,351 D  
Common Stock 02/28/2019   M   3,857 (3) A $ 0 18,208 D  
Common Stock 02/28/2019   F   1,126 (4) D $ 45.83 17,082 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 Service-Based Units (1) 02/27/2019   M     212   (1)   (1) Common Stock 212 $ 0 848 D  
Restricted Stock Service-Based Units (1) 02/27/2019   M     367   (1)   (1) Common Stock 367 $ 0 1,465 D  
Restricted Stock Performance Units (3) 02/28/2019   M     4,286   (3)   (3) Common Stock 3,857 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rathbun Robert
333 W. FORT STREET, SUITE 1800
DETROIT, MI 48226
      Officer of Principal Bus. Unit

Signatures

 /s/ Kimberly K. Martin, His Attorney-in-Fact   03/01/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted stock service-based units converted into shares of common stock at the end of the first year of a 5-year vesting period. Dividend equivalents accrued on the restricted stock service-based units.
(2) Shares withheld to satisfy applicable withholding taxes in connection with the conversion of restricted stock service-based units.
(3) Restricted stock performance 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, 2018 and the reporting person's satisfaction of the service requirement as of February 28, 2019. Each restricted stock performance unit was converted to 0.9 share of common stock, as performance targets were achieved at below the targeted level.
(4) Shares withheld to satisfy applicable withholding taxes in connection with conversion of restricted stock performance units.

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