FIFTH THIRD BANCORP — Director's Dealing 2017

Aug 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2017-08-14

Reporting Person: Forrest Frank R. (EVP & Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-14	Common Stock	M	28714	$21.63	Acquired	100507	Direct
2017-08-14	Common Stock	M	12454	$18.78	Acquired	112961	Direct
2017-08-14	Common Stock	M	8701	$14.87	Acquired	121662	Direct
2017-08-14	Common Stock	D	36895	$26.68	Disposed	84767	Direct
2017-08-14	Common Stock	F	5970	$26.68	Disposed	78797	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-14	Stock Appreciation Right	$21.63	M	28714	Disposed	2024-04-15	Common Stock (28714)	Direct
2017-08-14	Stock Appreciation Right	$18.78	M	12454	Disposed	2025-02-11	Common Stock (12454)	Direct
2017-08-14	Stock Appreciation Right	$14.87	M	8701	Disposed	2026-02-12	Common Stock (8701)	Direct

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.