FIFTH THIRD BANCORP — Director's Dealing 2014

Jun 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vantiv, Inc. (VNTV)
CIK: 0001533932
Period of Report: 2014-06-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-02	Class A Common Stock	M	5780000	—	Acquired	5780000	Indirect
2014-06-02	Class A Common Stock	S	5780000	$30.86	Disposed	0	Indirect
2014-06-02	Class B Common Stock	D	5780000	—	Disposed	43042826	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-02	Class B Units of Vantiv Holding, LLC	$	M	5780000	Disposed		Class A Common Stock (5780000)	Indirect

Footnotes

F1: The Class B Common Stock provides Fifth Third Bank 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 Fifth Third Bank with the full number of votes equal to the number of shares of Class B Common Stock it owns) but has no economic rights. If Fifth Third Bank acquires 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 4, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled.

F2: On June 2, 2014, Fifth Third Bank completed the sale of 5,780,000 shares of Class A Common Stock of Vantiv, Inc. as part of a registered block trade. All of the shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 5,780,000 Class B Units of Vantiv Holding, LLC pursuant to the terms of the exchange right described in note 4. Simultaneously with the exchange, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. held by Fifth Third Bank automatically were cancelled. Immediately following completion of the sale, Fifth Third Bank held 43,042,826 Class B Units of Vantiv Holding, LLC and 43,042,826 shares of Class B Common Stock of Vantiv, Inc.

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

F4: Fifth Third Bank has the right, following the expiration of the 45-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. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time.