Shaffer Robert P Form 3 FIFTH THIRD BANCORP / Robert P Shaffer 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Shaffer Robert P

(Last) (First) (Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI OH 45263

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2017

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 and CHRO

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	38,811.37(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
Phantom Stock(2)	(3)	(3)	Common Stock	208.76	(3)	D
Stock Appreciation Rights	04/20/2010(4)	04/20/2020	Common Stock	16,154	14.8	D
Stock Appreciation Rights	04/19/2011(4)	04/19/2021	Common Stock	19,048	13.36	D
Stock Appreciation Rights	04/17/2012(4)	04/17/2022	Common Stock	23,641	14.36	D
Stock Appreciation Rights	04/16/2013(4)	04/16/2023	Common Stock	32,895	16.15	D
Stock Appreciation Rights	04/15/2014(4)	04/15/2024	Common Stock	11,485	21.63	D
Stock Appreciation Rights	04/14/2015(4)	04/14/2025	Common Stock	9,945	19.01	D
Stock Appreciation Rights	04/19/2016(4)	04/19/2026	Common Stock	17,045	18.11	D
Stock Appreciation Rights	02/03/2017(4)	02/03/2027	Common Stock	14,035	26.52	D
Stock Appreciation Rights	01/29/2018(5)	01/29/2028	Common Stock	7,282	33.17	D

Explanation of Responses:

1. Includes 28,583 shares of restricted stock subject to vesting granted pursuant to Fifth Third Bancorp Incentive Compensation Plan and 778.69 shares held under the FIfth Third Bancorp Employee Stock Purchase Plan.

2. Acquired pursuant to the Fifth Third Bancorp's Non-Qualified Defined Compensation Plan.

3. The units of phantom stock are the economic equivalent of Fifth Third Bancorp common stock and are settled in cash after termination of employment.

4. 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.

5. 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.

Remarks:

	/s/ H. Samuel Lind, as Attorney-in-Fact for Robert P. Shaffer	04/05/2017
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.