FIFTH THIRD BANCORP — Director's Dealing 2017

Feb 15, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2016-12-31

Reporting Person: Blackburn Katherine H. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Phantom Stock	$	A	126.9841	Acquired		Common Stock (126.9841)	Direct
2016-03-03	Phantom Stock	$	A	355.8719	Acquired		Common Stock (355.8719)	Direct
2016-04-01	Phantom Stock	$	A	2559.5238	Acquired		Common Stock (2559.5238)	Direct
2016-05-02	Phantom Stock	$	A	542.0054	Acquired		Common Stock (542.0054)	Direct
2016-05-31	Phantom Stock	$	A	211.9767	Acquired		Common Stock (211.9767)	Direct
2016-07-01	Phantom Stock	$	A	2008.0321	Acquired		Common Stock (2008.0321)	Direct
2016-08-02	Phantom Stock	$	A	430.5705	Acquired		Common Stock (430.5705)	Direct
2016-09-01	Phantom Stock	$	A	99.8004	Acquired		Common Stock (99.8004)	Direct
2016-10-05	Phantom Stock	$	A	578.5921	Acquired		Common Stock (578.5921)	Direct
2016-11-01	Phantom Stock	$	A	91.5332	Acquired		Common Stock (91.5332)	Direct
2016-12-05	Phantom Stock	$	A	76.6577	Acquired		Common Stock (76.6577)	Direct
2016-12-30	Phantom Stock	$	A	370.7824	Acquired		Common Stock (370.7824)	Direct

Footnotes

F1: The phantom stock units were acquired under the Fifth Third Bancorp directors deferred compensation plan and are to be settled 1-for-1 in terms of Fifth Third Bancorp common stock and paid in cash upon the reporting person's retirement. The reporting person may transfer the phantom stock account into an alternative investment account at any time.

F2: Units owned at December 31, 2016, including 72 phantom stock units acquired through dividend reinvestment.