FIFTH THIRD BANCORP — Director's Dealing 2016

Nov 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2016-11-18

Reporting Person: McHugh Philip (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-18	Common Stock	S	29777	$25.68	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-17	Phantom Stock	$	I	13939	Disposed		Common Stock (13939)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	154977	Direct
Common Stock	1447	Indirect

Footnotes

F1: Each phantom stock unit is the economic equivalent of of one share of Fifth Third Bancorp common stock.

F2: Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.