FIFTH THIRD BANCORP — Director's Dealing 2014

Apr 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2014-04-19

Reporting Person: CARMICHAEL GREG D (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-19	Common Stock	A	69454	—	Acquired	308047	Direct
2014-04-19	Common Stock	F	32633	$22.96	Disposed	275414	Direct
2014-04-19	Common Stock	F	5776	$20.95	Disposed	269638	Direct
2014-04-21	Common Stock	S	10000	$20.84	Disposed	259638	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7836.9676	Indirect

Footnotes

F1: Shares issued pursuant to settlement of a performance share award granted on April 19, 2011 upon achievement of performance goals under the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F2: Shares withheld for taxes upon the vesting of a performance share award previously granted to the reporting person.

F3: Shares withheld for taxes upon the vesting of restricted stock granted to the reporting person on April 19, 2011.