FIFTH THIRD BANCORP — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: McHugh Philip (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-03	Common Stock	A	7919	—	Acquired	145132	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-03	Stock Appreciation Rights	$26.52	A	9211	Acquired	2027-02-03	Common Stock (9211)	Direct

Footnotes

F1: Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.

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.