FIFTH THIRD BANCORP — Director's Dealing 2018

Jan 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2018-01-25

Reporting Person: Leonard James C. (EVP & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-25	Common Stock	M	19048	$13.36	Acquired	90220	Direct
2018-01-25	Common Stock	F	11025	$32.84	Disposed	79195	Direct
2018-01-25	Common Stock	M	23641	$14.36	Acquired	102836	Direct
2018-01-25	Common Stock	F	14043	$32.84	Disposed	88793	Direct
2018-01-25	Common Stock	M	21930	$16.15	Acquired	110723	Direct
2018-01-25	Common Stock	F	14684	$32.84	Disposed	96039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-25	Stock Appreciation Rights	$13.36	M	19048	Acquired	2021-04-19	Common Stock (19048)	Direct
2018-01-25	Stock Appreciation RIght	$14.36	M	23641	Acquired	2022-04-17	Common Stock (23641)	Direct
2018-01-25	Stock Appreciation Right	$16.15	M	21930	Acquired	2023-04-16	Common Stock (21930)	Direct

Footnotes

F1: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F2: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.