VP & Chief Financial Officer Witzeman Michael D covered exercise/tax liability with 276 units of Capital Stock and exercised 850 units of Capital Stock at a strike of $553.39, increasing direct ownership by 15% to 4,358 units (SEC Form 4)
$CHE
Medical/Nursing Services
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHEMED CORP [ CHE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/14/2025 | M | 652(1) | A | $553.39 | 4,436 | D | |||
| Capital Stock | 02/14/2025 | M | 198(2) | A | $553.39 | 4,634 | D | |||
| Capital Stock | 02/14/2025 | F | 276(3) | D | $553.39 | 4,358 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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) | 02/14/2025 | M | 323 | (5) | (5) | Capital Stock | 323 | $0 | 1,931 | D | ||||
| Performance Stock Units | (4) | 02/14/2025 | M | 323 | (5) | (5) | Capital Stock | 323 | $0 | 1,608 | D | ||||
| Performance Stock Units | (6) | 02/14/2025 | A | 1,128 | (7) | (7) | Capital Stock | 1,128 | $0 | 2,736 | D | ||||
| Explanation of Responses: |
| 1. The number of performace stock units ("PSUs") that vested was based on the Company's cumulative adjusted earnings per share for the period January 1, 2022 through December 31, 2024. The actual performance of $64.97 exceeded the maximum payout threshold of $63.75 and therefore yielded an award of 200% of target; including the reinvestment of dividends paid during such period, the award is 202.0% of target. |
| 2. The number of PSUs that vested was based on the Company's achieving relative total shareholder returns for the period January 1, 2022 through December 31, 2024, compared to a defined peer group of companies. The Company's performance ranked in the 31.3 percentile of that group, yielding an award of 60.4%; including the reinvestment of dividends paid during such period, the award is 61.0% of target. |
| 3. Shares withheld to satisfy tax obligations in connection with vesting of PSUs. |
| 4. Each PSU reflects the contingent right to receive a variable number of shares of capital stock based on achieving performance goals. PSUs were settled in shares on their scheduled vesting date as determined by the Compensation Committee. |
| 5. PSUs awarded February 18, 2022 vest based on achievement of performance targets over a period of January 1, 2022 to December 31, 2024. The determination of the performance level is to be made by March 15, 2025. |
| 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, 2025 to December 31, 2027. The determination of the performance level is to be made by March 15, 2028 and earned shares to be delivered thereafter. |
| Michael D. Witzeman | 02/18/2025 | |
| ** 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 Number. | ||