SEC Form 4 · accession 0001209191-19-012925
CHEMED CORP · CHE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas Michael Westfall
Officer — Executive Vice President
Period of report
Feb 22, 2019
Accepted (ET)
Feb 25, 2019 · 3:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000019584
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| capital stockF1 | Feb 22, 2019 | M | 803 | $322.40 | A | 4,855 | D | |
| capital stockF2 | Feb 22, 2019 | M | 569 | $322.40 | A | 5,424 | D | |
| capital stockF3 | Feb 22, 2019 | F | 555 | $322.40 | D | 4,869 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| performance stock unitsF4,F5 | — | Feb 22, 2019 | M | 395 | D | — | — | capital stock | 395 | 2,925 | D |
| performance stock unitsF4,F5 | — | Feb 22, 2019 | M | 395 | D | — | — | capital stock | 395 | 2,530 | D |
| performance stock unitsF6,F7 | — | Feb 22, 2019 | A | 954 | A | — | — | capital stock | 954 | 3,484 | D |
Explanation of responses
- F1The 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, 2016 through December 31, 2018. The actual performance of 20.52% yielded an award of 200% of target; including the reinvestment of dividends paid during such period, the award is 203.3% of target.
- F2The number of PSU's that vested was based on the Company's achieving relative total shareholder returns for the period January 1, 2016 through December 31, 2018, compared to a defined peer group of companies. The Company's performance ranked in the 70th percentile of that group, yielding an award of 141.7%; including the reinvestment of dividends paid during such period, the award is 144.0% of target.
- F3Shares withheld to satisfy tax obligations in connection with vesting of PSU's.
- F4Each 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.
- F5PSU's awarded February 22, 2016 vest based on achievement of performance targets over a period of January 1, 2016 to December 31, 2018. The determination of the performance level was to be made by March 15, 2019.
- F6Each performance stock unit represents a contingent right to receive one share of Chemed Capital Stock
- F7Performance stock units vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2019 to December 31, 2021. The determination of the performance level is to be made by March 15, 2022 and earned shares to be delivered thereafter