CHEMED CORP — Director's Dealing 2019

Feb 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2019-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-22	capital stock	M	5621	$322.40	Acquired	125429	Direct
2019-02-22	capital stock	M	3982	$322.40	Acquired	129411	Direct
2019-02-22	capital stock	F	4317	$322.40	Disposed	125094	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-22	performance stock units	$	M	2765	Disposed		capital stock (2765)	Direct
2019-02-22	performance stock units	$	M	2765	Disposed		capital stock (2765)	Direct
2019-02-22	performance stock units	$	A	4928	Acquired		capital stock (4928)	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, 2016 through December 31, 2018. The actual performance of 20.52% yielded an award of 200% of target; including the reinvestment of dividends paid during such period, the award is 203.3% 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, 2016 through December 31, 2018, compared to a defined peer group of companies. The Company's performance ranked in the 70th percentile of that group, yielding an award of 141.7%; including the reinvestment of dividends paid during such period, the award is 144.0% 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 February 22, 2016 vest based on achievement of performance targets over a period of January 1, 2016 to December 31, 2018. The determination of the performance level was to be made by March 15, 2019.

F6: Each performance stock unit represents a contingent right to receive one share of Chemed Capital Stock

F7: Performance stock units vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2019 to December 31, 2021. The determination of the performance level is to be made by March 15, 2022 and earned shares to be delivered thereafter