FIFTH THIRD BANCORP — Director's Dealing 2020

Feb 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2020-02-12

Reporting Person: Spence Timothy (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Stock	A	27149	—	Acquired	167838	Direct
2020-02-12	Common Stock	F	10281	$28.98	Disposed	157557	Direct
2020-02-12	Common Stock	A	14170	—	Acquired	171727	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	Stock Appreciation Right	$29.64	A	26393	Acquired	2030-02-12	Common Stock (26393)	Direct

Footnotes

F1: Performance Share award received upon satisfaction of performance criteria subject to vesting on February 12, 2020.

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

F3: Shares withheld for taxes upon the vesting performance shares granted to the reporting person

F4: 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.

F5: 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.