An intra-organizational change process involving all middle managers was studied in a public sector organization in Sweden over three time points, spanning two years in total. Using sensemaking and the person-environmental fit literature as well studies on promotion and demotion, hypotheses about the effects of managerial status loss and being offered a non-preferred role (non-preference) on change reactions (job satisfaction, turnover intentions, mental health) are made. Data from 140 middle managers was analyzed with path models, where two process factors (perceived organizational support during the change, procedural justice of the change) and two job characteristics (job demand, job control) were tested simultaneously as mediators. Results revealed that managerial status loss had negative effects on work attitudes but mental health was positively affected over time through decreased job demands. Non-preference had negative consequences for all outcome variables and these effects were mediated through lower procedural justice of the change, lower job control, and for some outcomes, lower perceived organizational support during the change. The results provide insight into how middle managers react to change, and suggest that process justice and job characteristics play an important part in shaping these reactions.