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: Hollenbeck Martin F (Sr.VP,Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	M	6468	—	Acquired	45864	Direct
2017-03-01	Common Stock	M	203	—	Acquired	46067	Direct
2017-03-01	Common Stock	M	353	—	Acquired	46420	Direct
2017-03-01	Common Stock	F	2883	$74.66	Disposed	43537	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Restricted Stock Units	$0	M	6468	Disposed		Common Stock (6468)	Direct
2017-03-01	Restricted Stock Units	$0	M	203	Disposed		Common Stock (203)	Direct
2017-03-01	Restricted Stock Units	$0	M	353	Disposed		Common Stock (353)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1471	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0		Common Stock (4719)	4719	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.