CHEMED CORP — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2014-02-21

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-21	performance stock units	$	A	362	Acquired		capital stock (362)	Direct
2014-02-21	performance stock units	$	A	266	Acquired		capital stock (266)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
capital stock	30074	Direct
capital stock	3026	Indirect
capital stock	6058	Indirect
capital stock	6070	Indirect
capital stock	5900	Indirect

Footnotes

F1: each performance stock unit represents a contingent right to receive one share of Chemed capital stock

F2: The restricted stock units vest based on the extent to which the Company achieves certain Earnings per Share performance targets over a performance period of January 1, 2014 through December 31, 2016, with the determination of such performance level to be made no later than March 15, 2017 and earned shares of Capital Stock to be delivered thereafter.

F3: The restricted stock units vest based on the extent to which the Company achieves certain Total Shareholder Return performance targets over a performance period of January 1, 2014 through December 31, 2016, with the determination of such performance level to be made no later than March 15, 2017 and earned shares of Capital Stock to be delivered thereafter