FIFTH THIRD BANCORP — Director's Dealing 2014

Dec 29, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2014-12-15

Reporting Person: McHugh Philip (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	78077	Direct
Common Stock	443	Indirect
Common Stock	507	Indirect
Common Stock	497	Indirect
Common Stock	28179	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (13191)		Direct
Stock Appreciation Right	$42.90	2015-04-08	Common Stock (17308)		Direct
Stock Appreciation Right	$39.36	2016-04-07	Common Stock (20738)		Direct
Stock Appreciation Right	$38.27	2017-04-09	Common Stock (23333)		Direct
Stock Appreciation Right	$19.26	2018-04-15	Common Stock (19231)		Direct
Stock Appreciation Right	$3.96	2019-04-21	Common Stock (28125)		Direct
Stock Appreciation Right	$14.80	2020-04-20	Common Stock (26538)		Direct
Stock Appreciation Right	$13.36	2021-04-19	Common Stock (33333)		Direct
Stock Appreciation Right	$14.36	2022-04-17	Common Stock (44326)		Direct
Stock Appreciation Right	$16.15	2023-04-16	Common Stock (41118)		Direct
Stock Appreciation Right	$21.63	2024-04-15	Common Stock (17228)		Direct

Footnotes

F1: Includes 14,368 shares of restricted stock subject to vesting granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan.

F2: Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

F3: The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.