FIFTH THIRD BANCORP — Director's Dealing 2016

Nov 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vantiv, Inc. (VNTV)
CIK: 0001533932
Period of Report: 2016-11-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-21	Class A Common Stock	M	5651432	—	Acquired	5651432	Indirect
2016-11-21	Class A Common Stock	S	4801432	$59.02	Disposed	850000	Indirect
2016-11-21	Class A Common Stock	D	850000	$59.73	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-21	Warrant	$15.98	M	7791956	Disposed		Class C Units (7791956)	Indirect
2016-11-21	Class C Units of Vantiv Holding, LLC	$	M	7791956	Acquired		Class A Common Stock (7791956)	Indirect
2016-11-21	Class C Units of Vantiv Holding, LLC	$	F	2140524	Disposed		Class A Common Stock (2140524)	Indirect
2016-11-21	Class C Units of Vantiv Holding LLC	$	M	5651432	Disposed		Class A Common Stock (5651432)	Indirect

Footnotes

F1: On November 21, 2016, Fifth Third Bank agreed to sell 4,801,432 shares of Class A common stock of Vantiv, Inc. ("Vantiv") as part of a registered secondary public offering and has separately agreed to sell 850,000 shares of Class A common stock back to Vantiv upon completion of the offering. The shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 5,651,432 Class C Units available for exchange following the Warrant exercise transaction described in note 3.

F2: Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp.

F3: On November 21, 2016, Fifth Third Bank submitted a notice to net exercise the remainder of the warrant to purchase Class C units of Vantiv Holding, LLC that was issued to Fifth Third Bank on June 30, 2009 (the "Warrant"). Pursuant to the net exercise, the remaining rights under the Warrant to purchase 7,791,956 Class C units of Vantiv Holding, LLC will be surrendered in exchange for the issuance of 5,651,432 Class C units to Fifth Third Bank. 2,140,524 Class C units valued at $58.17 per underlying share were withheld to pay the exercise price. Following the next exercise, zero Class C units will be available for issuance under the Warrant.

F4: 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 and Vantiv Holding, LLC (the "Exchange Agreement"), to exchange Class C units of Vantiv Holding, LLC, a subsidiary of Vantiv, for shares of Class A common stock of Vantiv on a one-for-one basis or, at Vantiv's option, for cash. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A common stock at any time. On November 21, 2016, Fifth Third Bank submitted a notice to exchange the Class C units of Vantiv Holding, LLC for shares of Class A common stock of Vantiv.