FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Klawinski Judith Lynn
2. Issuer Name and Ticker or Trading Symbol

CITIZENS REPUBLIC BANCORP, INC. [ CRBC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP & Director of Core Banking
(Last)          (First)          (Middle)

328 S. SAGINAW STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

4/12/2013
(Street)

FLINT, MI 48502
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/12/2013     M    8750   A   (1) 47489   D    
Common Stock   4/12/2013     M    4623   A   (2) 52112   D    
Common Stock   4/12/2013     D    52112   D   (3) 0   D    
Common Stock   4/12/2013     D    858.283   D   (4) 0   I   By 401(K)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Non-Qualified Stock Option (Right to Buy)   $260.10   4/12/2013     D         400      (5) 5/29/2013   Common Stock   400     (5) 0   D    
Non-Qualified Stock Option (Right to Buy)   $290.60   4/12/2013     D         270      (6) 5/12/2014   Common Stock   270     (6) 0   D    
Non-Qualified Stock Option (Right to Buy)   $290.15   4/12/2013     D         234      (7) 5/31/2015   Common Stock   234     (7) 0   D    

Explanation of Responses:
( 1)  The reporting person was granted restricted shares in 2011 and that would vest based on the satisfaction of certain performance criteria. As a result of the merger agreement between issuer and FirstMerit Corporation, these shares automatically vested.
( 2)  The reporting person was granted restricted stock units in 2012 and that would vest based on the satisfaction of certain performance criteria. As a result of the merger agreement between issuer and FirstMerit Corporation, these shares automatically vested.
( 3)  Disposed of pursuant to merger agreement between issuer and FirstMerit Corporation in exchange for 71,393 shares of FirstMerit common stock having a market value of $16.68 per share on the effective date of the merger.
( 4)  Disposed of pursuant to merger agreement between issuer and FirstMerit Corporation in exchange for 1175 shares of FirstMerit common stock having a market value of $16.68 per share on the effective date of the merger.
( 5)  This option was assumed by FirstMerit in the merger and replaced with an option to purchase 548 shares of FirstMerit common stock for $189.85 per share.
( 6)  This option was assumed by FirstMerit in the merger and replaced with an option to purchase 369 shares of FirstMerit common stock for $212.12 per share.
( 7)  This option was assumed by FirstMerit in the merger and replaced with an option to purchase 320 shares of FirstMerit common stock for $211.79 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Klawinski Judith Lynn
328 S. SAGINAW STREET
FLINT, MI 48502


EVP & Director of Core Banking

Signatures
Judith L. Klawinski 4/16/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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