FIFTH THIRD BANCORP — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2013-02-19

Reporting Person: SULLIVAN ROBERT A (SeniorExecutive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock	A	12061	—	Acquired	252505	Direct
2013-02-19	Common Stock	F	3916	$15.96	Disposed	248589	Direct
2013-02-19	Common Stock	A	6031	—	Acquired	254620	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6253.0952	Indirect
Common Stock	16300	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan.

F2: Granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: Shares withheld for taxes upon the vesting of restricted stock granted to the reporting person on February 19, 2013.

F4: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.