Edgar Filing: FIFTH THIRD BANCORP

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Leonard James C.

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2013

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

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA,Â MD10AT76

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP & Treasurer

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

(Street)

CINCINNATI,Â OHÂ 45263

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	44,167.59 ⁽¹⁾	D	Â
Common Stock	11,151.1429	I	by 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock ⁽²⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	60.219	$ ⁽³⁾	D	Â
Stock Appreciation Right	04/19/2004⁽⁴⁾	04/19/2014	Common Stock	6,250	$ 54.4	D	Â
Stock Appreciation Right	04/08/2005⁽⁴⁾	04/08/2015	Common Stock	9,808	$ 42.9	D	Â
Stock Appreciation Right	01/23/2006⁽⁴⁾	01/23/2016	Common Stock	5,000	$ 37.58	D	Â
Stock Appreciation Right	04/07/2006⁽⁴⁾	04/07/2016	Common Stock	11,250	$ 39.36	D	Â
Stock Appreciation Right	04/09/2007⁽⁴⁾	04/09/2017	Common Stock	8,333	$ 38.27	D	Â
Stock Appreciation Right	04/15/2008⁽⁴⁾	04/15/2018	Common Stock	13,462	$ 19.26	D	Â
Stock Appreciation Right	04/21/2009⁽⁴⁾	04/21/2019	Common Stock	21,000	$ 3.96	D	Â
Stock Appreciation Right	04/20/2010⁽⁴⁾	04/20/2020	Common Stock	9,615	$ 14.8	D	Â
Stock Appreciation Right	04/19/2011⁽⁴⁾	04/19/2021	Common Stock	19,048	$ 13.36	D	Â
Stock Appreciation Right	04/17/2012⁽⁴⁾	04/17/2022	Common Stock	23,641	$ 14.36	D	Â
Stock Appreciation Right	04/16/2013⁽⁴⁾	04/16/2023	Common Stock	21,930	$ 16.15	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Leonard James C. 38 FOUNTAIN SQUARE PLAZA MD10AT76 CINCINNATI,Â OHÂ 45263	Â	Â	Â SVP & Treasurer	Â

Signatures

H. Samuel Lind, as attorney in fact for James C. Leonard		11/08/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 16,212 shares of restricted stock subject to vesting granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan.
(2)	Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.
(3)	The units are to be settled in Fifth Third Bancorp common stock on a 1-for1 basis after termination of employment.
(4)	Indicates grant date. SARs are exercisable as follows: 25% one year from grant; 50% two years from grant; 75% three years from grant; and 100% four years from grant.

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