CINCINNATI FINANCIAL CORP — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CINCINNATI FINANCIAL CORP (CINF)
CIK: 0000020286
Period of Report: 2017-02-10

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-10	Employee Stock Option (Right to Buy)	$70.70	A	76484	Acquired	2027-02-10	Common Stock (76484)	Direct
2017-02-10	Restricted Stock Units	$0	A	23340	Acquired		Common Stock (23340)	Direct
2017-02-10	Restricted Stock Units	$0	A	3537	Acquired		Common Stock (3537)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70377	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Shares	$0		Common Stock (81796)	81796	Direct

Footnotes

F1: The option vests in three annual installments beginning on the first anniversary of the date of grant.

F2: The restricted stock units vest March 1, 2020, as set forth in the grant agreement, if performance goals are met. The number of restricted stock units shown is the maximum number of such units that may vest.

F3: The restricted stock units vest in three annual installments on March 1, as set forth in the grant agreement, if service requirements are met.

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.