FIFTH THIRD BANCORP — Director's Dealing 2017

Dec 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2017-12-12

Reporting Person: McHugh Philip (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-12	Common Stock	M	19231	$19.26	Acquired	158569	Direct
2017-12-12	Common Stock	F	15415	$30.45	Disposed	143154	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-12	Stock Appreciation Rights	$19.26	M	19231	Disposed	2018-04-15	Common Stock (19231)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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.