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 *

HUTTON THOMAS C
2. Issuer Name and Ticker or Trading Symbol

CHEMED CORP [ CHE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
vice president
(Last)          (First)          (Middle)

1270 AVENUE OF THE AMERICAS, SUITE 1905
3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2018
(Street)

NEW YORK, NY 10020
(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   2/16/2018     M    432   (1) A $256.29   34555   D    
capital stock   2/16/2018     M    540   (2) A $256.29   35095   D    
capital stock   2/16/2018     F    331   (3) D $256.29   34764   D    
capital stock                  6070   I   by daughter  
capital stock                  5900   I   by son  
capital stock                  3026   I   by spouse  
capital stock                  6058   I   by son  

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
performance stock units     (4) 2/16/2018     M         265      (5)   (5) capital stock   265   $0.00   1141   D    
performance stock units     (4) 2/16/2018     M         265      (5)   (5) capital stock   265   $0.00   876   D    
performance stock units     (6) 2/16/2018     A      354         (7)   (7) capital stock   354   $0.00   1230   D    

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HUTTON THOMAS C
1270 AVENUE OF THE AMERICAS
SUITE 1905
NEW YORK, NY 10020
X
vice president

Signatures
Thomas C. Hutton 2/20/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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