FIFTH THIRD BANCORP — Director's Dealing 2016

Jan 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2016-01-11

Reporting Person: McHugh Philip (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-11	Common Stock	A	24766	—	Acquired	132595	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28941.3642	Indirect
Common Stock	1447	Indirect

Footnotes

F1: Restricted stock unit granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. Subject to vesting on the third anniversary of the grant date upon the achievement of performance measures.

F2: Granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.