CHEMED CORP — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2012-02-17

Reporting Person: HUTTON THOMAS C (Director, vice president)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	capital stock	M	3000	$33.75	Acquired	33682	Direct
2012-02-17	capital stock	M	2000	$38.13	Acquired	35682	Direct
2012-02-17	capital stock	F	3598	$63.36	Disposed	32084	Direct
2012-02-17	capital stock	A	710	$63.36	Acquired	32794	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	stock option(right to buy with tandem tax withholding)	$33.75	M	3000	Disposed	2018-05-19	capital stock (3000)	Direct
2012-02-17	stock option(right to buy with tandem tax withholding)	$38.13	M	2000	Disposed	2015-03-11	capital stock (2000)	Direct
2012-02-17	stock option(right to buy with tandem tax withholding)	$63.36	A	7500	Acquired	2022-02-17	capital stock (7500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
capital stock	3026	Indirect
capital stock	6058	Indirect
capital stock	6070	Indirect
capital stock	5900	Indirect

Footnotes

F1: Payment of purchase price and tax obligation on stock option exercise.

F2: award of restricted stock vesting in full 02/17/2016.

F3: exercisable in 3 equal annual installments commencing 2/17/2013.