FIFTH THIRD BANCORP — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2016-11-10

Reporting Person: Leonard James C. (EVP & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-10	Common Stock	M	13462	$19.26	Acquired	118331	Direct
2016-11-10	Common Stock	D	10922	$23.74	Disposed	107409	Direct
2016-11-10	Common Stock	F	788	$23.74	Disposed	106621	Direct
2016-11-10	Common Stock	M	9615	$14.80	Acquired	116236	Direct
2016-11-10	Common Stock	D	5994	$23.74	Disposed	110242	Direct
2016-11-10	Common Stock	F	1646	$23.74	Disposed	108596	Direct
2016-11-10	Common Stock	S	21708	$23.51	Disposed	86888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-10	Stock Appreciation Right	$19.26	M	13462	Disposed	2018-04-15	Common Stock (13462)	Direct
2016-11-10	Stock Appreciation Right	$14.80	M	9615	Disposed	2020-04-20	Common Stock (9615)	Direct

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.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $23.50 to $23.53, inclusive. The reporting person undertakes to provide to Fifth Third Bancorp, any of its security holders or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.