FIFTH THIRD BANCORP — Director's Dealing 2016

Oct 29, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2015-12-31

Reporting Person: Bridgeman Ulysses L Jr (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-31	Phantom Stock	$	A	26444	Acquired		Common Stock (26444)	Direct

Footnotes

F1: The phantom stock units were acquired under the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors and are to be settled 1-for-1 in terms of Fifth Third Bancorp common stock and paid in cash after the reporting person's retirement.

F2: Reflects 19 previously unreported deferrals made between December 31, 2007 and March 30, 2015 excluding 2,436 phantom units acquired in 2014 and previously reported.

F3: All phantom stock units were acquired at the then current per share market value of Fifth Third Bancorp common stock as of the date the units were credited to the director's account under the plan.

F4: Includes dividend reinvestments exempt under Rule 16a-11.

F5: Includes previously reported phantom stock units.

F6: Reflects number of phantom stock units owned at December 31, 2015.