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FIFTH THIRD BANCORP Director's Dealing 2018

Apr 5, 2018

30331_dirs_2018-04-05_76ab4f0b-6526-4ce2-9b4d-a51b49b7b44c.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2017-03-27

Reporting Person: Shaffer Robert P (EVP and CHRO)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 38811.37 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $ Common Stock (208.76) Direct
Stock Appreciation Rights $14.80 2020-04-20 Common Stock (16154) Direct
Stock Appreciation Rights $13.36 2021-04-19 Common Stock (19048) Direct
Stock Appreciation Rights $14.36 2022-04-17 Common Stock (23641) Direct
Stock Appreciation Rights $16.15 2023-04-16 Common Stock (32895) Direct
Stock Appreciation Rights $21.63 2024-04-15 Common Stock (11485) Direct
Stock Appreciation Rights $19.01 2025-04-14 Common Stock (9945) Direct
Stock Appreciation Rights $18.11 2026-04-19 Common Stock (17045) Direct
Stock Appreciation Rights $26.52 2027-02-03 Common Stock (14035) Direct
Stock Appreciation Rights $33.17 2028-01-29 Common Stock (7282) Direct

Footnotes

F1: Includes 28,583 shares of restricted stock subject to vesting granted pursuant to Fifth Third Bancorp Incentive Compensation Plan and 778.69 shares held under the FIfth Third Bancorp Employee Stock Purchase Plan.

F2: Acquired pursuant to the Fifth Third Bancorp's Non-Qualified Defined Compensation Plan.

F3: The units of phantom stock are the economic equivalent of Fifth Third Bancorp common stock and are settled in cash after termination of employment.

F4: Indicates grant date. Stock appreciation rights are exercisable in fourths beginning on the first anniversary of the grant date with one-fourth of the total grant vesting annually over a four-year period.

F5: Indicates grant date. 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.