FIFTH THIRD BANCORP — Director's Dealing 2017

Aug 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vantiv, Inc. (VNTV)
CIK: 0001533932
Period of Report: 2017-08-09

Reporting Person: FIFTH THIRD BANCORP ((2)(5))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-09	Class A Common Stock	M	19790000	—	Acquired	19790000	Indirect
2017-08-09	Class B Common Stock	D	19790000	—	Disposed	15252826	Indirect
2017-08-09	Class A Common Stock	D	19790000	$64.04	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-09	Class B Units of Vantiv Holding, LLC	$	M	19790000	Acquired		Class A Common Stock (19790000)	Indirect

Footnotes

F1: The Class B Common Stock provides Fifth Third Bank with approximately 8.6% of the aggregate voting power of Vantiv, Inc.'s common stock but has no economic rights. If Fifth Third Bank acquires shares of Class A Common Stock in the future, the voting power of the Class B Common Stock will be reduced by an equivalent amount. Upon an exchange of Class B Units of Vantiv Holding, LLC for shares of Class A Common Stock of Vantiv, Inc. as described in note 4, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled.

F2: On August 9, 2017, pursuant to the Transaction Agreement, dated August 7, 2017 (the "Transaction Agreement"), by and among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank and Fifth Third Bancorp, Fifth Third Bank sold 19,790,000 shares of Class A Common Stock of Vantiv, Inc. to Vantiv, Inc. at a price per share of $64.04. The shares of Class A Common Stock of Vantiv, Inc. sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 19,790,000 Class B Units of Vantiv Holding, LLC pursuant to the exchange right described in note 4. Simultaneously with the exchange, 19,790,000 shares of Class B Common stock of Vantiv, Inc. owned by Fifth Third Bank were automatically cancelled pursuant to the Exchange Agreement, as described in note 4. Immediately following completion of the transactions described in this note 2, Fifth Third Bank held 15,252,826 Class B Units of Vantiv Holding, LLC and 15,252,826 shares of Class B Common Stock of Vantiv, Inc.

F3: Fifth Third Bank is a wholly owned direct subsidiary of Fifth Third Financial Corporation, which is a wholly owned direct subsidiary of Fifth Third Bancorp.

F4: Fifth Third Bank has the right pursuant to and subject to the limitations in the Exchange Agreement, dated as of March 21, 2012, among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank and FTPS Partners, LLC (the "Exchange Agreement"), to exchange Class B Units of Vantiv Holding, LLC, a subsidiary of Vantiv, Inc., for shares of Class A Common Stock of Vantiv, Inc. on a one-for-one basis or, at Vantiv, Inc.'s option, for cash. Upon such an exchange of Class B Units for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time.