CINCINNATI FINANCIAL CORP — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CINCINNATI FINANCIAL CORP (CINF)
CIK: 0000020286
Period of Report: 2017-03-01

Reporting Person: JOHNSTON STEVEN J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	M	12873	—	Acquired	83250	Direct
2017-03-01	Common Stock	M	301	—	Acquired	83551	Direct
2017-03-01	Common Stock	M	523	—	Acquired	84074	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Restricted Stock Units	$0	M	12873	Disposed		Common Stock (12873)	Direct
2017-03-01	Restricted Stock Units	$0	M	301	Disposed		Common Stock (301)	Direct
2017-03-01	Restricted Stock Units	$0	M	523	Disposed		Common Stock (523)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Shares	$0		Common Stock (92212)	92212	Direct

Footnotes

F1: The restricted stock units became payable March 1, 2017. The performance goals were met at the target level.

F2: The restricted stock units vested March 1, 2017, as set forth in the grant agreement providing for ratable vesting over a three year service period ending March 1, 2018.

F3: The restricted stock units vested March 1, 2017, as set forth in the grant agreement providing for ratable vesting over a three year service period ending March 1, 2019.

F4: The reported phantom stock shares were acquired under the company's Top Hat Savings Plan, an "Excess Benefits Plan" within the meaning of Rule 16b-3(b)(2), and are to be settled upon the reporting person's retirement or other termination of service. The reporting person may transfer the value of his phantom stock shares into an alternative investment selection within the plan.