SEC FORM 3

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^*

Clossin Todd

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

MD 10AT76

(Street)

CINCINNATI

45263

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2011

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 CAO

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	49,341	D
Common Stock	7,280	I	by 401(k)

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)
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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	1,403	⁽²⁾	D
Phantom Stock Units⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	16,895	⁽⁵⁾	D
Stock Appreciation Right	04/19/2004⁽⁶⁾	04/19/2014	Common Stock	20,000	$54.4	D
Stock Appreciation Right	04/08/2005⁽⁶⁾	04/08/2015	Common Stock	34,615	$42.9	D
Stock Appreciation Right	01/23/2006⁽⁶⁾	01/23/2016	Common Stock	25,000	$37.58	D
Stock Appreciation Right	04/07/2006⁽⁶⁾	04/07/2016	Common Stock	53,325	$39.36	D
Stock Appreciation Right	04/09/2007⁽⁶⁾	04/09/2017	Common Stock	40,000	$38.27	D
Stock Appreciation Right	04/15/2008⁽⁶⁾	04/15/2018	Common Stock	46,154	$19.26	D
Stock Appreciation Right	04/21/2009⁽⁶⁾	04/21/2019	Common Stock	75,000	$3.96	D
Stock Appreciation Right	04/19/2011⁽⁶⁾	04/19/2021	Common Stock	47,619	$13.36	D
Stock Option	04/22/2002⁽⁷⁾	04/22/2012	Common Stock	10,000	$68.01	D
Stock Option	03/28/2003⁽⁸⁾	03/28/2013	Common Stock	25,000	$51.46	D

Explanation of Responses:

1. Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

2. The units are to be settled in cash for the value of Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.

3. The phantom stock units represent a portion of the reporting person's salary, net of withholdings and deductions, and were issued under the Fifth Third Bancorp 2008 Incentive Compensation Plan. For more information, please see the Current Report on Form 8-K filed by Fifth Third Bancorp on September 25, 2009.

4. Phantom stock units will be settled in cash in two equal installments on June 15, 2012 and June 15, 2013 or on the earlier death of the reporting person.

5. Each phantom stock unit is the economic equivalent of of one share of Fifth Third Bancorp common stock.

6. Indicates 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.

7. Indicates grant date. Options are exercisable as follows: 25% 6 months from grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant.

8. Indicates grant date. Options 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.

Remarks:

	Paul L. Reynolds, as Attorney-in-Fact for Todd Clossin	12/30/2011
	** 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.