CHEMED CORP — Director's Dealing 2014

May 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2014-05-05

Reporting Person: MCNAMARA KEVIN J (Director, president and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-05	capital stock	S	5000	$85.05	Disposed	173616	Direct
2014-05-06	capital stock	M	25000	$52.76	Acquired	198616	Direct
2014-05-06	capital stock	F	19906	$84.22	Disposed	178710	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-06	stock option(right to buy with tandem tax withholding)	$52.76	M	25000	Disposed	2020-02-18	capital stock (25000)	Direct

Footnotes

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

F2: vesting in three equal annual installments commencing 2/18/2011.