FIFTH THIRD BANCORP — Director's Dealing 2012

Jun 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2012-06-15

Reporting Person: Lee Bruce K (EVP & Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-15	Common Stock	M	10533	—	Acquired	136164	Direct
2012-06-15	Common Stock	D	10533	$13.18	Disposed	125631	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-15	Phantom Stock Units	$	M	10533	Disposed	2012-06-15	Common Stock (10533)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	785.5977	Indirect
Common Stock	14659	Indirect
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	400	Indirect

Footnotes

F1: Each phantom stock unit is the economic equivalent of one share of Fifth Third Bancorp common stock. The reporting person settled his phantom stock units for cash.

F2: A revocable Trust of which the reporting person is the grantor.

F3: An irrevocable trust of which the reporting person's minor children are beneficiaries.