Sec Form 4 Filing - FROOMAN THOMAS E @ CINTAS CORP - 2020-09-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FROOMAN THOMAS E 2. Issuer Name and Ticker or Trading Symbol CINTAS CORP [ CTAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr VP, Secretary & Gen Counsel (Last) (First) (Middle) P.O. BOX 625737 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2020 (Street) CINCINNATI, OH45262 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 138,575 D Common Stock 169 I By ESOP

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Forward Sale Contract (Obligation to Sell) ( 1 ) ( 2 ) ( 3 ) 09/24/2020 J/K 44,000 01/24/2022 01/24/2022 Common Stock 44,000 ( 1 ) ( 2 ) ( 3 ) 44,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FROOMAN THOMAS E P.O. BOX 625737 CINCINNATI, OH45262 Sr VP, Secretary & Gen Counsel Signatures /s/ F. Mark Reuter, as Attorney-in-Fact for Thomas E. Frooman 09/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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; ( 3 )(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

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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