Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
01/22/2013
3. Issuer Name and Ticker or Trading Symbol
CHEMICAL FINANCIAL CORP [(CHFC)]
(Last)
(First)
(Middle)
235 E MAIN STREET
4. 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
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MIDLAND, MI 48640
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,335
D
 
Common Stock 100.464
I (1)
By son
Common Stock 100.464
I (1)
By daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 12/31/2005 12/12/2013 Common Stock 1,575 $ 35.6667 D  
Stock Options 12/31/2005 12/13/2014 Common Stock 3,150 $ 39.6857 D  
Stock Options 12/20/2005 12/20/2015 Common Stock 3,250 $ 32.28 D  
Stock Options   (2) 07/20/2017 Common Stock 2,714 $ 24.78 D  
Stock Options   (3) 02/25/2018 Common Stock 1,014 $ 24.52 D  
Stock Options   (4) 04/29/2019 Common Stock 1,275 $ 21.1 D  
Stock Options   (5) 03/26/2020 Common Stock 1,096 $ 24.56 D  
Stock Options   (6) 04/20/2021 Common Stock 1,384 $ 19.97 D  
Stock Options   (7) 02/22/2022 Common Stock 2,900 $ 23.78 D  
Restricted Stock Units   (8)   (8) Common Stock 470 $ (8) D  
Restricted Stock Units   (9)   (9) Common Stock 593 $ (9) D  
Restricted Stock Units   (10)   (10) Common Stock 518 $ (10) D  
Restricted Stock Units   (11)   (11) Common Stock 345 $ (11) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rathbun Robert
235 E MAIN STREET
MIDLAND, MI 48640
      Officer of Principal Bus. Unit

Signatures

/s/ Lori A. Gwizdala, His Attorney-In-Fact 01/28/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The reporting person disclaims any beneficial ownership of all shares owned by his children. 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 children.
(2) Vests in three equal annual installments beginning on July 20, 2008.
(3) Vests in three equal annual installments beginning on February 25, 2009.
(4) Vests in three equal annual installments beginning on April 28, 2010.
(5) Vests in three equal annual installments beginning on March 25, 2011.
(6) Vests in three equal annual installments beginning on April 19, 2012.
(7) Vests in three equal annual installments beginning on February 21, 2013.
(8) Award of restricted stock performance units pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2006. Restricted stock performance units are convertible into shares of common stock based on the attainment by the Company of certain financial performance criteria upon completion of the year ending December 31, 2012 and the reporting person's attainment of the restricted period. Restricted stock performance units are reported assuming shares of common stock will be issuable on a 1-for-1 basis, but restricted stock performance 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.
(9) Award of restricted stock performance units pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2006. Restricted stock performance units are convertible into shares of common stock upon the completion of the year ending December 31, 2013, based on the attainment by the Company of certain financial performance criteria in the years ending December 31, 2011 and 2013 and the reporting person's attainment of the restricted period. Restricted stock performance units are reported assuming shares of common stock will be issuable on a 1-for-1 basis, but restricted stock performance 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.
(10) Award of restricted stock performance units pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2006. Restricted stock performance units are convertible into shares of common stock upon the completion of the year ending December 31, 2014, based on the attainment by the Company of certain financial performance criteria in the years ending December 31, 2013 and 2014 and the reporting person's attainment of the restricted period. Restricted stock performance units are reported assuming shares of common stock will be issuable on a 1-for-1 basis, but restricted stock performance 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.
(11) Award of restricted stock service-based units convertible into shares of common stock on a 1-for-1 basis at the end of a 3-year vesting period. Dividend equivalents will accrue under this award.

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