Lavender Kevin P Form 3 FIFTH THIRD BANCORP / Kevin P Lavender ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lavender Kevin P

(Last) (First) (Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI OH 45263

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2020

3. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [ FITB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	51,258.3587(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	04/15/2014(2)	04/15/2024	Common Stock	7,437	21.63	D
Stock Appreciation Right	04/15/2015(2)	04/15/2025	Common Stock	7,182	19.01	D
Stock Appreciation Right	04/15/2016(2)	04/15/2026	Common Stock	10,653	18.11	D
Stock Appreciation Right	02/03/2017(2)	02/03/2027	Common Stock	8,246	26.52	D

Explanation of Responses:

1. Includes 36,360 shares of restricted stock subject to vesting granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan and 385.3587 shares held under the Fifth Third Bancorp Employee Stock Purchase Plan.

2. Indicates grant date. Stock appreciation rights are exercisable in fourths beginning on the first anniversary of the grant date with one-fourth of the total grant vesting annually over a four-year period.

Remarks:

	/s/ Christopher R. England, as Attorney-in-Fact	02/06/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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