FIFTH THIRD BANCORP — Director's Dealing 2012

Apr 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2012-04-18

Reporting Person: SULLIVAN ROBERT A (SeniorExecutive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-18	Common Stock	A	117608	—	Acquired	291570	Direct
2012-04-18	Common Stock	F	45888	$14.05	Disposed	245682	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6103.9322	Indirect
Common Stock	16300	Indirect

Footnotes

F1: Shares issued pursuant to settlement of a performance share award granted on April 21, 2009 upon achievement of performance goals under the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F2: Shares withheld for taxes upon the vesting of a performance share award previously granted to the reporting person.