0000892251-14-000098.txt : 20141104 0000892251-14-000098.hdr.sgml : 20141104 20141104160812 ACCESSION NUMBER: 0000892251-14-000098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141104 DATE AS OF CHANGE: 20141104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CINTAS CORP CENTRAL INDEX KEY: 0000723254 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 311188630 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35960 FILM NUMBER: 141193250 BUSINESS ADDRESS: STREET 1: 6800 CINTAS BLVD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 BUSINESS PHONE: 5134591200 MAIL ADDRESS: STREET 1: 6800 CINTAS BOULEVARD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CINTAS CORP CENTRAL INDEX KEY: 0000723254 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 311188630 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6800 CINTAS BLVD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 BUSINESS PHONE: 5134591200 MAIL ADDRESS: STREET 1: 6800 CINTAS BOULEVARD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 SC 13D/A 1 cintas13d.htm CINTAS CORPORATION SCHEDULE 13-D/A NOVEMBER 4, 2014
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO
 FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)
Cintas Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)


172908 10 5
(CUSIP Number)
F. Mark Reuter, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, 14th Floor
Cincinnati, Ohio 45202
(513) 579-6469
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2014
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Sec.240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 172908 10 5
  
Page 2 of 8 Pages
 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Scott D. Farmer
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 3
SEC USE ONLY
 
 4
SOURCE OF FUNDS*
Not Applicable
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
18,897,192.21 – see item 5
 
 8
SHARED VOTING POWER
 0
 9
SOLE DISPOSITIVE POWER
 18,897,192.21 - see item 5
 
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
      
18,897,192.21 – see item 5
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
 
14
TYPE OF REPORTING PERSON*
 
IN
CUSIP No. 172908 10 5
  
Page 3 of 8 Pages
 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Summer Hill Partners, LLLP – 27-0228576
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
  
 3
SEC USE ONLY
 
  
 4
SOURCE OF FUNDS*
Not Applicable
  
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)                                                      
o
  
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
9,376,387  – see item 5
 
  
 8
SHARED VOTING POWER
 0
  
 9
SOLE DISPOSITIVE POWER
9,376,387  – see item 5
 
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
      
  9,376,387 – see item 5
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*                                                      
o
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
 
  
14
TYPE OF REPORTING PERSON*
 
IN
  
 
CUSIP No. 172908 10 5
  
Page 4 of 8 Pages
 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Summer Hill Partners II, LLC – 46-3242520
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
  
 3
SEC USE ONLY
 
  
 4
SOURCE OF FUNDS*
Not Applicable
  
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
  
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
5,100,000 – see item 5
 
  
 8
SHARED VOTING POWER
 0
  
 9
SOLE DISPOSITIVE POWER
  5,100,000 - see item 5
 
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
      
  5,100,000 – see item 5
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
o
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
 
  
14
TYPE OF REPORTING PERSON*
 
IN
  
 
CUSIP No. 172908 10 5
  
Page 5 of 8 Pages
 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Summer Hill Partners III, LLC – 47-2215404
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
  
 3
SEC USE ONLY
 
  
 4
SOURCE OF FUNDS*
Not Applicable
  
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
  
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
 
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
2,760,000 – see item 5
 
  
 8
SHARED VOTING POWER
 0
  
 9
SOLE DISPOSITIVE POWER
  2,760,000 - see item 5
 
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
      
  2,760,000 – see item 5
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
o
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
 
  
14
TYPE OF REPORTING PERSON*
 
IN
  

This Amendment No. 4 (this "Amendment") amends and supplements the Statement on Schedule 13D (filed on or about June 11, 2009, as amended by Amendment No. 1 filed on or about May 4, 2011, Amendment No. 2 filed on or about February 8, 2013, and Amendment No. 3 filed on or about August 2, 2013 (the "Schedule 13D") relating to the shares of the common stock, no par value per share (the "Common Stock") of Cintas Corporation, a Washington corporation whose principal executive offices are located at 6800 Cintas Boulevard, Cincinnati, Ohio 45262-5737 (the "Issuer"), previously filed by Scott D. Farmer and Summer Hill Partners, LLLP who, along with Summer Hill Partners II, LLC and  Summer Hill Partners III, LLC are hereinafter collectively referred to as the "Reporting Persons."
 
Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.
 
Item 5.  Interest in Securities of Issuer.

 
  Item 5 is hereby amended as follows:
(a)
See Items 11 and 13 on page 2 of this Schedule 13D.
(b)
See Items 7, 9 and 11 on pages 2 of this Schedule 13D.
(c)
No transactions in Cintas Stock were effected during the past 60 days except as follows: (i) on October 3, 2014, Mr. Farmer exercised 15,000 stock options and 6,000 stock options originally granted pursuant to Cintas Corporation's 2005 Equity Compensation Plan and paid the exercise price for such exercises by delivering 12,545 shares of Cintas Stock to the broker; and (ii) on October 31, 2014, Summer Hill Partners, LLLP contributed 2,760,000 shares of Cintas Stock to Summer Hill Partners III, LLC, its wholly-owned subsidiary at the time of the contribution, which subsidiary was subsequently transferred on October 31, 2014 to a trust for the benefit of Richard T. Farmer and his spouse.
 
The shares of Cintas Common Stock in 5(a) and 5(b) above include 797,643 shares held directly by Mr. Farmer and his spouse; 54,512 stock options held by Mr. Farmer which are exercisable within 60 days; 807,549 shares held indirectly by Mr. Farmer through a limited partnership and through trusts for the benefit of Mr. Farmer and members of his immediate family over which Mr. Farmer serves as trustee; 1,101.21 shares held in the Issuer's employee stock ownership plan; and 9,376,387 shares held by Summer Hill Partners, LLLP, 5,100,000 shares held by Summer Hill Partners II, LLC and 2,760,000 shares held by Summer Hill Partners III, LLC.  While Mr. Farmer may be deemed to have or share voting or dispositive power with respect to shares owned by Summer Hill Partners, LLLP, Summer Hill Partners II, LLC and Summer Hill Partners III, LLC, he disclaims beneficial ownership of such shares of Cintas Common Stock except to the extent of his pecuniary interest in such shares.

 [Remainder of page intentionally left blank; signature page follows]
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, correct and complete.
Dated: November 4, 2014
    
  /s/ Scott D. Farmer
   
Name:  SCOTT D. FARMER
     
    SUMMER HILL PARTNERS, LLLP
   
 
   
By: /s/ Scott D. Farmer
   
Scott D. Farmer, on behalf of the General Partner
     
 
    SUMMER HILL PARTNERS II, LLC
   
 
   
By: /s/ Scott D. Farmer
   
Scott D. Farmer, Manager
     
     
 
SUMMER HILL PARTNERS III, LLC
   
 
   
By: /s/ Scott D. Farmer
   
Scott D. Farmer, Manager