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: WILLIAMS MARSHA C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-30	Phantom Stock	$	A	11437	Acquired		Common Stock (11437)	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 four previously unreported deferrals made between June 30, 2010 and December 31, 2011.

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