Sec Form 4 Filing - WILLIAMS DAVID PATRICK @ CHEMED CORP - 2018-02-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
WILLIAMS DAVID PATRICK
2. Issuer Name and Ticker or Trading Symbol
CHEMED CORP [ CHE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
executive vice president & CFO
(Last) (First) (Middle)
2600 CHEMED CENTER, 255 EAST FIFTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2018
(Street)
CINCINNATI, OH45202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
capital stock 02/16/2018 M 1,801 ( 1 ) A $ 256.29 44,571 D
capital stock 02/16/2018 M 2,253 ( 2 ) A $ 256.29 46,824 D
capital stock 02/16/2018 F 1,772 ( 3 ) D $ 256.29 45,052 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
performance stock units ( 4 ) 02/16/2018 M 1,105 ( 5 ) ( 5 ) capital stock 1,105 $ 0 4,807 D
performance stock units ( 4 ) 02/16/2018 M 1,105 ( 5 ) ( 5 ) capital stock 1,105 $ 0 3,702 D
performance stock units ( 6 ) 02/16/2018 A 1,572 ( 7 ) ( 7 ) capital stock 1,572 $ 0 5,274 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILLIAMS DAVID PATRICK
2600 CHEMED CENTER
255 EAST FIFTH STREET
CINCINNATI, OH45202
executive vice president & CFO
Signatures
David P. Williams 02/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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, 2015 through December 31, 2017. The actual performance of 11.79% yielded an award of 159.9% of target; including the reinvestment of dividends paid during such period, the award is 163.0% of target.
( 2 )The number of PSU's that vested was based on the Company's achieving relative total shareholder returns for the period January 1, 2015 through December 31, 2017, compared to a defined peer group of companies. The Company's performance ranked in the 90th percentile of that group, yielding an award of 200%; including the reinvestment of dividends paid during such period, the award is 203.9% of target.
( 3 )Shares withheld to satisfy tax obligations in connection with vesting of PSU's.
( 4 )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.
( 5 )PSU's awarded February 20, 2015 vest based on achievement of performance targets over a period of January 1, 2015 to December 31, 2017. The determination of the performance level was to be made by March 15, 2018.
( 6 )Each performance stock unit represents a contingent right to receive one share of Chemed Capital Stock
( 7 )PSU's vest based on the extent to which the Company achieves certain performance targets over a period of January 1, 2018 to December 31, 2020. The determination of the performance level is to be made by March 15, 2021 and earned shares delivered thereafter.

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