CHEMED CORP — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2016-02-19

Reporting Person: TUCKER ARTHUR V JR (vice president & controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	capital stock	M	1200	$126.37	Acquired	6014	Direct
2016-02-19	capital stock	M	1245	$126.37	Acquired	7259	Direct
2016-02-19	capital stock	F	804	$126.37	Disposed	6455	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	performance stock units	$	M	831	Disposed		capital stock (831)	Direct
2016-02-19	performance stock units	$	M	831	Disposed		capital stock (831)	Direct
2016-02-19	performance stock units	$	A	988	Acquired		capital stock (988)	Direct

Footnotes

F1: The number of performance share units ("PSU's") that vested was based on the Company's achieving adjusted earnings per share growth rate for the period January 1, 2013 through December 31, 2015. The actual performance of 102.6% yielded an award of 140.8% of target; including the reinvestment of dividends paid during such period, the award is 144.4% of target.

F2: The number of PSU's that vested was based on the Company's achieving relative total shareholder returns for the period January 1, 2013 through December 31, 2015, compared to a defined peer group of companies. The Company's performance ranked in the 73rd percentile of that group, yielding an award of 146%; including the reinvestment of dividends paid during such period, the award is 149.8% of target.

F3: Shares withheld to satisfy tax obligations in connection with vesting of PSU's.

F4: Each PSU reflects the contingent right to receive a variable number of shares of capital stock based on achieving performance goals. PSU's were settled in shares on their scheduled vesting date as determined by the Compensation Committee.

F5: PSU's awarded November 8, 2013 vest based on achievement of performance targets over a period of January 1, 2013 to December 31, 2015. The determination of the performance level was to be made by March 15, 2016.

F6: each performance stock unit represents a contingent right to receive one share of Chemed capital stock

F7: PSU's vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2016 - December 31, 2018. The determination of the performance level is to be made by March 15, 2019 and earned shares to be delivered thereafter