FIFTH THIRD BANCORP — Director's Dealing 2017

May 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2017-04-28

Reporting Person: TUZUN TAYFUN (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-28	Common Stock	M	3923	$19.26	Acquired	93406	Direct
2017-04-28	Common Stock	M	6000	$3.96	Acquired	99406	Direct
2017-04-28	Common Stock	D	4066	$24.43	Disposed	95340	Direct
2017-04-28	Common Stock	F	2663	$24.43	Disposed	92677	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-28	Stock Appreciation Right	$19.26	M	3923	Disposed	2018-04-15	Common Stock (3923)	Direct
2017-04-28	Stock Appreciation Right	$3.96	M	6000	Disposed	2019-04-21	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1121	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.