CHEMED CORP — Director's Dealing 2020

Feb 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEMED CORP (CHE)
CIK: 0000019584
Period of Report: 2020-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-21	capital stock	M	407	$487.90	Acquired	35721	Direct
2020-02-21	capital stock	M	332	$487.90	Acquired	36053	Direct
2020-02-21	capital stock	F	252	$487.90	Disposed	35801	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-21	performance stock units	$	M	201	Disposed		capital stock (201)	Direct
2020-02-21	performance stock units	$	M	201	Disposed		capital stock (201)	Direct
2020-02-21	performance stock units	$	A	206	Disposed		capital stock (206)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The number of performance share units ("PSU's") that vested based on the Company's achieving adjusted earnings per share growth rate for the period January 1, 2017 through December 31, 2019. The actual performance of 24.29% yielded an award of 200% of target; including the reinvestment of dividends paid during such period, the award is 202.5% 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, 2017 through December 31, 2019, compared to a defined peer group of companies. The Company's performance ranked in the 79th percentile of that group, yielding an award of 163.2%; including the reinvestment of dividends paid during such period, the award is 165.2% 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 17, 2017 vest based on achievement of performance targets over a period of January 1, 2017 to December 31, 2019. The determination of the performance level was to be made by March 15, 2020.

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, 2020 to December 31, 2022. The determination of the performance level is to be made by March 15, 2023 and earned shares to be delivered thereafter.