FIFTH THIRD BANCORP — Director's Dealing 2015

Oct 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2015-10-01

Reporting Person: Forrest Frank R. (EVP & Chief Risk & Credit Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-01	Common Stock	F	5619	$18.97	Disposed	54615	Direct
2015-10-01	Common Stock	A	26357	—	Acquired	80972	Direct

Footnotes

F1: Shares withheld for taxes upon the vesting of restricted stock granted to the reporting person on October 1, 2013.

F2: Restricted stock unit granted pursuant to Fifth Third Bankcorp Incentive Compensation Plan subject to vesting on the third anniversary of the grant date upon the achievement of performance measures.

F3: Granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.