Cincinnati Financial (CINF) Form 4 CINCINNATI FINANCIAL / Lisa Anne Love ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Love Lisa Anne

(Last) (First) (Middle)

6200 SOUTH GILMORE RD

(Street)

FAIRFIELD OH 45014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CINCINNATI FINANCIAL CORP [ CINF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP, Gen. Counsel, Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2020		M		631	A	$0.00	31,919.25	D
Common Stock	03/02/2020		M		619	A	$0.00	32,538.25	D
Common Stock	03/02/2020		M		594	A	$0.00	33,132.25	D
Common Stock	03/02/2020		M		3,474	A	$0.00	36,606.25	D
Common Stock	03/02/2020		F		180	D	$96.88	36,426.25	D
Common Stock	03/02/2020		F		179	D	$96.88	36,247.25	D
Common Stock	03/02/2020		F		174	D	$96.88	36,073.25	D
Common Stock	03/02/2020		F		1,039	D	$96.88	35,034.25	D
Common Stock								2,264	I	By Mother's Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	$0.00	03/02/2020		M			3,474	(1)	(1)	Common Stock	3,474	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2020		M			594	(2)	(2)	Common Stock	594	$0.00	0.00	D
Restricted Stock Units	$0.00	03/02/2020		M			619	(3)	(3)	Common Stock	619	$0.00	619	D
Restricted Stock Units	$0.00	03/02/2020		M			631	(4)	(4)	Common Stock	631	$0.00	1,262	D
Phantom Stock Shares	$0.00							(5)	(5)	Common Stock	11,471		11,471	D

Explanation of Responses:

1. The restricted stock units became payable March 1, 2020. The performance goals were met at target level.

2. The restricted stock units vested March 1, 2020, as set forth in the grant agreement providing for ratable vesting over a three year service period ending March 1, 2020.

3. The restricted stock units vested March 1, 2020, as set forth in the grant agreement providing for ratable vesting over a three year service period ending March 1, 2021.

4. The restricted stock units vested March 1, 2020, as set forth in the grant agreement providing for ratable vesting over a three year service period ending March 1, 2022.

5. 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.

Remarks:

	/s/ Lisa Anne Love	03/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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