CINTAS CORP — Director's Dealing 2020

Sep 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CINTAS CORP (CTAS)
CIK: 0000723254
Period of Report: 2020-09-24

Reporting Person: FROOMAN THOMAS E (Sr VP, Secretary & Gen Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-24	Forward Sale Contract (Obligation to Sell)	$	J	44000	Acquired	2022-01-24	Common Stock (44000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	138575	Direct
Common Stock	169	Indirect

Footnotes

F1: On September 24, 2020, the reporting person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 44,000 shares of common stock of the Issuer and obligating the reporting person to deliver to the Bank up to 44,000 shares of common stock of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement on the maturity date of the contract. In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $11,471,861.

F2: The number of shares of Issuer common stock to be delivered to the reporting person on the maturity date is to be determined as follows: (a) if the closing price of the Issuer's common stock on the maturity date (the "Settlement Price") is less than or equal to $262.00 (the "Floor Price"), the reporting person will deliver to the Bank 44,000 shares;

F3: (continued from footnote 2) (b) if the Settlement Price is between the Floor Price and $343.00 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's common stock equal to 44,000 shares multiplied by a fraction, the numerator of which is the Floor Price and denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank a number of shares of the Issuer's common stock equal to the product of (i) 44,000 shares and (ii) a fraction (X) the numerator of which is the sum of the Floor Price plus the Settlement Price minus the Cap Price, and (Y) the denominator of which is the Settlement Price