FIFTH THIRD BANCORP — Director's Dealing 2013

Jul 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITBP)
CIK: 0000035527
Period of Report: 2013-07-01

Reporting Person: ISAAC WILLIAM M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-01	Common Stock	C	5874	—	Acquired	85439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Depositary Shares (Preferred Stock, Series G)	$	C	680	Disposed		Common Stock (5874)	Direct

Footnotes

F1: The Depositary Shares representing the 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G have no expiration date and are convertible into common stock at the option of the Issuer if the closing price of the Issuer's Common Stock exceeds 130% of the applicable conversion price for 20 trading days within any period of 30 consecutive trading days. The closing price of shares of the Issuer's Common Stock satisfied such threshold for the 30 trading days ended June 10, 2013, and the Issuer has given the required notice of its exercise of its conversion right. Accordingly, each Depositary Share is convertible into 8.6393 shares of Common Stock.

F2: Each Depositary share represents 1/250th of an interest in a share of the Issuer's 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G.