FIFTH THIRD BANCORP — Director's Dealing 2019

Feb 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2019-02-06

Reporting Person: McHugh Philip (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-06	Common Stock	A	21183	—	Acquired	161603	Direct
2019-02-06	Common Stock	A	16467	—	Acquired	178070	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-06	Stock Appreciation Rights	$26.72	A	22358	Acquired	2029-02-06	Common Stock (22358)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1447	Indirect

Footnotes

F1: Performance Share award received upon satisfaction of performance criteria subject to vesting on February 12, 2019.

F2: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: Restricted Stock 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.

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.