FIFTH THIRD BANCORP — Director's Dealing 2016

Jun 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2016-06-01

Reporting Person: McHugh Philip (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	Common Stock	M	28125	$3.96	Acquired	172804	Direct
2016-06-01	Common Stock	D	5856	$19.02	Disposed	166948	Direct
2016-06-01	Common Stock	F	7661	$19.02	Disposed	159287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-01	Stock Appreciation Rights	$3.96	M	28125	Disposed	2019-04-21	Common Stock (28125)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28941	Indirect
Common Stock	1447	Indirect

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: Includes total number of Stock Appreciation Rights previously reported.