FIFTH THIRD BANCORP — Director's Dealing 2013

Jul 3, 2013

SEC Form 4/A — Form 4/A

Issuer: FIFTH THIRD BANCORP (FITBP)
CIK: 0000035527
Period of Report: 2013-02-13

Reporting Person: ISAAC WILLIAM M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-13	Depositary Shares (Preferred Stock, Series G)	$	P	100	Acquired		Common Stock (863.93)	Direct
2013-02-13	Depositary Shares (Preferred Stock, Series G)	$	P	580	Acquired		Common Stock (5010.794)	Direct

Footnotes

F1: The reporting person's original Form 4 filing inadvertently reported the purchase of Depositary Shares representing Preferred Stock, Series G in Table I as a Non-Derivative security. This amendment is being filed solely to report the transaction in Table II as a purchase of a Derivative security.

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.

F3: The Non-Cumulative Perpetual Convertible Preferred Stock, Series G has no expiration date and is convertible at any time, at the option of the holder, into 2,159.8272 of the Issuer's Common Stock (which reflects an initial conversion price of approximately $11.575 per common share) plus cash in lieu of fractional shares, subject to anti-dilution adjustments. In addition, the Non-Cumulative Perpetual Convertible Preferred Stock, Series G is 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.