SEC Form 4 · accession 0000035527-16-000228

FIFTH THIRD BANCORP · FITB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President & CEO · Director

Period of report

Nov 10, 2016

Accepted (ET)

Nov 15, 2016 · 6:03 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000035527

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Nov 10, 2016	M	84,615	$19.26	A	463,404	D
Common Stock	Nov 10, 2016	D	68,648	$23.74	D	394,756	D
Common Stock	Nov 10, 2016	F	7,257	$23.74	D	387,499	D
Common Stock	Nov 10, 2016	M	97,952	$3.96	A	485,451	D
Common Stock	Nov 10, 2016	D	16,340	$23.74	D	469,111	D
Common Stock	Nov 10, 2016	F	37,093	$23.74	D	432,018	D
Common Stock^F1	Nov 10, 2016	S	17,689	$23.45	D	414,329	D
Common Stock	holding	—	—		—	53	I	By UTMA custodian for son

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Rights^F3,F2	$19.26	Nov 10, 2016	M	84,615	D	Apr 15, 2008	Apr 15, 2018	Common Stock	84,615	0	D
Stock Appreciation Rights^F3,F2	$3.96	Nov 10, 2016	M	97,952	D	Apr 21, 2009	Apr 21, 2019	Common Stock	97,952	0	D

F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $23.24 to $23.49, inclusive. The reporting person undertakes to provide to Fifth Third Bancorp, any of its security holders or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
F2Indicates 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.
F3Issued pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.