FIFTH THIRD BANCORP — Director's Dealing 2012

Mar 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vantiv, Inc. (VNTV)
CIK: 0001533932
Period of Report: 2012-03-27

Reporting Person: FIFTH THIRD BANCORP (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-27	Class B Common Stock	D	2086064	—	Disposed	5679034	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-27	Class B Units of Vantiv Holding, LLC	$	D	2086064	Disposed		Class A Common Stock (2086064)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	78240102	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units of Vantiv Holding, LLC	$		Class A Common Stock (78240102)	78240102	Indirect

Footnotes

F1: The Class B Common Stock provides Fifth Third Bank and FTPS Partners, LLC (together with their affiliates, the "Fifth Third Investors") with up to 18.5% of the aggregate voting power of Vantiv, Inc.'s common stock (other than in connection with a stockholder vote with respect to a change of control, in which event the Class B Common Stock will provide the Fifth Third Investors with the full number of votes equal to the number of shares of Class B Common Stock they own) but has no economic rights. If the Fifth Third Investors acquire shares of Class A Common Stock in the future, the voting power of the Class B Common Stock will be reduced by an equivalent amount. Upon an exchange of Class B Units of Vantiv Holding, LLC for shares of Class A Common Stock of Vantiv, Inc. as described in note 5, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled.

F2: On March 27, 2012, Vantiv, Inc. consummated the initial public offering of its Class A Common Stock and used the proceeds, net of underwriting discounts and expenses, from the issuance and sale of 2,086,064 shares of Class A Common Stock to purchase 2,086,064 Class B Units of Vantiv Holding, LLC from FTPS Partners, LLC. Upon that purchase, those Class B Units of Vantiv Holding, LLC automatically converted into Class A Units of Vantiv Holding, LLC and an equivalent number of shares of Class B Common Stock of Vantiv, Inc. held by FTPS Partners, LLC automatically were cancelled.

F3: FTPS Partners, LLC is a wholly owned subsidiary of Fifth Third Bank, which is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp.

F4: Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp.

F5: The Fifth Third Investors have the right, following the expiration of the 180-day underwriters' lock-up and pursuant to and subject to the limitations in the Exchange Agreement among Fifth Third Bank, FTPS Partners, LLC, Vantiv, Inc. and Vantiv Holding, LLC (the "Exchange Agreement"), to exchange Class B Units of Vantiv Holding, LLC, a subsidiary of Vantiv, Inc., for shares of Class A Common Stock of Vantiv, Inc. on a one-for-one basis or, at Vantiv, Inc.'s option, for cash. Upon such exchange for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. The Fifth Third Investors are prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time.