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: CARMICHAEL GREG D (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-29	Common Stock	A	73941	—	Acquired	525244	Direct
2018-01-31	Common Stock	A	69486	—	Acquired	594730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-31	Stock Appreciation Rights	$33.10	A	76125	Acquired	2028-01-31	Common Stock (76125)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53.779	Indirect

Footnotes

F1: Performance Share award received upon satisfaction of performance criteria subject to vesting on February 11, 2018.

F2: 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.

F3: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F4: 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.