FIFTH THIRD BANCORP — Director's Dealing 2018

Feb 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2018-01-29

Reporting Person: Spence Timothy (EVP & CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-29	Common Stock	A	14471	—	Acquired	169048	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-29	Stock Appreciation Rights	$33.17	A	15887	Acquired	2028-01-29	Common Stock (15887)	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: 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.