FIFTH THIRD BANCORP — Director's Dealing 2015

Dec 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vantiv, Inc. (VNTV)
CIK: 0001533932
Period of Report: 2015-12-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-08	Class A Common Stock	M	13374592	—	Acquired	13374592	Indirect
2015-12-08	Class A Common Stock	S	13374592	$51.67	Disposed	0	Indirect
2015-12-08	Class B Common Stock	D	8000000	—	Disposed	35042826	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-08	Warrant	$	M	4794115	Disposed		Class C Units (4794115)	Indirect
2015-12-08	Warrant	$15.98	M	5374592	Disposed		Class C Units (5374592)	Indirect
2015-12-08	Class B Units of Vantiv Holding, LLC	$	M	8000000	Disposed		Class A Common Stock (8000000)	Indirect
2015-12-08	Class C Units of Vantiv Holding, LLC	$	M	5374592	Acquired		Class A Common Stock (5374592)	Indirect
2015-12-08	Class C Units of Vantiv Holding LLC	$	M	5374592	Disposed		Class A Common Stock (5374592)	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 5, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled.

F2: On December 8, 2015, Fifth Third Bank completed the sale of 13,374,592 shares of Class A Common Stock of Vantiv, Inc. as part of a registered block trade. The shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank (i) in exchange for 8,000,000 Class B Units of Vantiv Holding, LLC pursuant to the terms of the exchange right described in note 6 and (ii) 5,374,592 Class C Units available for exchange pursuant to the Warrant exercise transaction described in note 5. Simultaneously with the exchange, 8,000,000 shares of Class B Common Stock of Vantiv, Inc. held by Fifth Third Bank were simultaneously and automatically cancelled pursuant to the Exchange Agreement, dated March 12, 2012, as described in note 6. Immediately following completion of the sale, Fifth Third Bank held 35,042,826 Class B Units of Vantiv Holding, LLC and 35,042,826 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: On December 8, 2015, Fifth Third Bank and Vantiv Holding, LLC cancelled a portion of the warrant to purchase an aggregate of 20,378,027 Class C units of Vantiv Holding, LLC that was issued to Fifth Third Bank on June 30, 2009 (the "Warrant"). Pursuant to the Warrant cancellation, the rights under the Warrant to purchase 4,794,115 Class C units of Vantiv Holding, LLC were cancelled for aggregate consideration of $200.0 million payable by Vantiv Holding, LLC to Fifth Third Bank. Following such cancellation, the Warrant is exercisable for an aggregate of 15,583,912 Class C units in Vantiv Holding, LLC. Class C units issuable upon exercise of the remaining portion of the Warrant will continue to be exchangeable on a one-for-one basis for shares of Class A common stock of Vantiv, Inc. pursuant to the terms of the Exchange Agreement, dated March 21, 2012, as described in note 6.

F5: On December 8, 2015, Fifth Third Bank net exercised a portion of the Warrant, which resulted in 5,374,592 Class C units being issued to Fifth Third Bank and 7,791,956 Class C units being available for issuance upon exercise of the remaining Warrant.

F6: Fifth Third Bank has the right 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 and Class C 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 of Class B Units 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.