Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Witzeman Michael D
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2017
3. Issuer Name and Ticker or Trading Symbol
CHEMED CORP [CHE]
(Last)
(First)
(Middle)
2600 CHEMED CENTER, 255 EAST FIFTH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
vice president and controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CINCINNATI, OH 45202
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
capital stock 5,136
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
performance stock units   (1)   (1) capital stock 265 $ (2) D  
performance stock units   (3)   (3) capital stock 265 $ (2) D  
performance stock units   (4)   (4) capital stock 632 $ (2) D  
performance stock units   (5)   (5) capital stock 604 $ (2) D  
stock option (right to buy with tandem tax withholding)   (6) 11/08/2023 capital stock 3,551 $ 70.3 D  
stock option (right to buy with tandem tax withholding)   (7) 11/07/2024 capital stock 6,000 $ 106.59 D  
stock option (right to buy with tandem tax withholding)   (8) 11/06/2020 capital stock 6,000 $ 157.36 D  
stock option (righ to buy with tandem tax withholding)   (9) 11/04/2021 capital stock 10,000 $ 135.85 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Witzeman Michael D
2600 CHEMED CENTER
255 EAST FIFTH STREET
CINCINNATI, OH 45202
      vice president and controller  

Signatures

Michael D. Witzeman 04/07/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The restricted stock units vest based on the extent to which the Company achieves certain Earnings per Share performance targets over a performance period of January 1, 2015 through December 31, 2017 with the determination of such performance level to be made no later than March 15, 2018 and earned shares of Capital Stock to be delivered thereafter.
(2) each performance stock unit represents a contingent right to receive one share of Chemed capital stock
(3) The restricted stock units vest based on the extent to which the Company achieves certain Total Shareholder Return performance targets over a performance period of January 1, 2015 through December 31, 2017 with the determination of such performance level to be made no later than March 15, 2018 and earned shares of Capital Stock to be delivered thereafter.
(4) PSU's vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2016 - December 31, 2018. The determination of the performance level is to be made by March 15, 2019 and earned shares to be delivered thereafter.
(5) PSU's vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2017 - December 31, 2019. The determination of the performance level is to be made by March 15, 2020 and earned shares to be delivered thereafter
(6) Vesting in three equal annual installments commencing 11/8/2014.
(7) Vesting in three equal annual installments commencing 11/7/2015
(8) vesting in three equal annual installments commencing 11/6/2016.
(9) Vesting in three equal annual installments commencing 11/04/2017

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