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: Borton Chad M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-28	Common Stock	M	12204	$21.63	Acquired	136377	Direct
2017-04-28	Common Stock	M	8303	$18.78	Acquired	144680	Direct
2017-04-28	Common Stock	M	13544	$15.49	Acquired	158224	Direct
2017-04-28	Common Stock	M	41118	$16.15	Acquired	199342	Direct
2017-04-28	Common Stock	M	8701	$14.87	Acquired	208043	Direct
2017-04-28	Common Stock	D	58254	$24.43	Disposed	149789	Direct
2017-04-28	Common Stock	F	11644	$24.43	Disposed	138145	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-28	Stock Appreciation Right	$21.63	M	12204	Disposed	2024-04-15	Common Stock (12204)	Direct
2017-04-28	Stock Appreciation Right	$18.78	M	8303	Disposed	2025-02-11	Common Stock (8303)	Direct
2017-04-28	Stock Appreciation Right	$15.49	M	13544	Disposed	2022-10-01	Common Stock (13544)	Direct
2017-04-28	Stock Appreciation Right	$16.15	M	41118	Disposed	2023-04-16	Common Stock (41118)	Direct
2017-04-28	Stock Appreciation Right	$14.87	M	8701	Disposed	2026-02-12	Common Stock (8701)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1044	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.