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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

2/21/2020
(Street)

CINCINNATI, OH 45202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/21/2020  M  1748 (1)A$487.90 21598 D  
capital stock 2/21/2020  M  1426 (2)A$487.90 23024 D  
capital stock 2/21/2020  F  1388 (3)D$487.90 21636 D  
capital stock         0 I by IRA 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
performance stock units  (4)2/21/2020  M     863   (5) (5)capital stock 863 $0.00 3713 D  
performance stock units  (4)2/21/2020  M     863   (5) (5)capital stock 863 $0.00 2850 D  
performance stock units  (6)2/21/2020  A   1030     (7) (7)capital stock 1030 $0.00 3880 D  

Explanation of Responses:
(1) 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.
(2) 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.
(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 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.
(6) Each performance stock unit represents a contingent right to receive one share of Chemed Capital Stock
(7) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
WILLIAMS DAVID PATRICK
2600 CHEMED CENTER
255 EAST FIFTH STREET
CINCINNATI, OH 45202


executive vice president & CFO

Signatures
David P. Williams2/25/2020
**Signature of Reporting PersonDate

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