FIFTH THIRD BANCORP — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2016-12-09

Reporting Person: Hazel Mark D (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-09	Common Stock	M	11905	$13.36	Acquired	51079	Direct
2016-12-09	Common Stock	M	9615	$14.80	Acquired	60694	Direct
2016-12-09	Common Stock	M	5769	$19.26	Acquired	66463	Direct
2016-12-09	Common Stock	D	15340	$26.89	Disposed	51123	Direct
2016-12-09	Common Stock	F	3687	$26.89	Disposed	47436	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Stock Appreciation Right	$13.36	M	11905	Disposed	2021-04-19	Common Stock (11905)	Direct
2016-12-09	Stock Appreciation Right	$14.80	M	9615	Disposed	2020-04-20	Common Stock (9615)	Direct
2016-12-09	Stock Appreciation Right	$19.26	M	5769	Disposed	2018-04-15	Common Stock (5769)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12839	Indirect

Footnotes

F1: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.

F2: Issued pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.