FIFTH THIRD BANCORP — Director's Dealing 2017

Feb 8, 2017

SEC Form 4/A — Form 4/A

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2017-02-03

Reporting Person: McWilliams Jelena (EVP and CLO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-03	Stock Appreciation Rights	$26.52	A	10526	Acquired	2027-02-03	Common Stock (10526)	Direct

Footnotes

F1: This amendment to Form 4 is being filed to correct the number of SARs reported incorrectly in the prior Form 4 filing.

F2: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: Stock appreciation rights are exercisable in thirds beginning on the first anniversary of the grant date with one-third of the total grant vesting annually over a three-year period.