CHEMED CORP — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2017-02-17

Reporting Person: Westfall Nicholas Michael (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	capital stock	M	569	$172.60	Acquired	3400	Direct
2017-02-17	capital stock	M	726	$172.60	Acquired	4126	Direct
2017-02-17	capital stock	F	414	$172.60	Disposed	3712	Direct
2017-02-17	capital stock	F	201	$172.60	Disposed	3511	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-17	performance stock units	$	M	482	Disposed		capital stock (482)	Direct
2017-02-17	performance stock units	$	M	355	Disposed		capital stock (355)	Direct
2017-02-17	performance stock units	$	A	1352	Acquired		capital stock (1352)	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, 2014 through December 31, 2016. The actual performance of 8.23% yielded an award of 115.4% of target; including the reinvestment of dividends paid during such period, the award is 118.0% 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, 2014 through December 31, 2016, compared to a defined peer group of companies. The Company's performance ranked in the 91st percentile of that group, yielding an award of 200%; including the reinvestment of dividends paid during such period, the award is 204.6% of target.

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

F4: stock award tax obligation

F5: 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.

F6: PSU's awarded November 7, 2014 vest based on achievement of performance targets over a period of January 1, 2014 to December 31, 2016. The determination of the performance level was to be made by March 15, 2017.

F7: each performance stock unit represents a contingent right to receive one share of Chemed capital stock

F8: PSU's vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2017 - December 31, 2019. The determination of the performance level is to be made by March 15, 2020 and earned shares to be delivered thereafter