FIFTH THIRD BANCORP — Director's Dealing 2020

Apr 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2020-04-20

Reporting Person: Shaffer Robert P (EVP and CHRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-20	Common Stock	M	16154	$14.80	Acquired	69951.76	Direct
2020-04-20	Common Stock	F	14841	$16.68	Disposed	55110.76	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-20	Stock Appreciation Right	$14.80	M	16154	Disposed	2020-04-20	Common Stock (16154)	Direct

Footnotes

F1: The transaction reflects the non-discretionary auto-exercise of stock appreciation rights immediately prior to expiration pursuant to the Fifth Third Bancorp Incentive Compensation Plan.

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.

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