FIFTH THIRD BANCORP — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2016-02-11

Reporting Person: McHugh Philip (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	F	1366	$13.94	Disposed	131229	Direct
2016-02-12	Common Stock	A	13450	—	Acquired	144679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-12	Stock Appreciation Rights	$14.87	A	17401	Acquired	2026-02-12	Common Stock (17401)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28941.3642	Indirect
Common Stock	1447	Indirect

Footnotes

F1: Shares withheld for taxes upon the vesting of restricted stock granted to the reporting person on February 11, 2015.

F2: Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.

F3: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F4: 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.