SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHAEFER GEORGE A JR

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI

45263

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2007		J⁽¹⁾⁽²⁾⁽³⁾		240,000	D	$37.61⁽¹⁾⁽²⁾⁽³⁾	0	I	by FLP⁽⁴⁾
Common Stock								1,011,943.7089	D
Common Stock								83,058	I	by Spouse
Common Stock								17,944	I	by Trusts⁽⁵⁾
Common Stock								17,944	I	by Trusts⁽⁶⁾
Common Stock								2,015.9016	I	by 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Contract⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	08/13/2007		X⁽⁷⁾			1⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	240,000⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	I	by FLP⁽⁴⁾

Explanation of Responses:

1. This report on Form 4 relates to the settlement of a variable prepaid forward contract ("VPF Agreement") that the reporting person entered into on August 11, 2004 (the "Trade Date") through a family limited partnership (the "FLP") of which he and his spouse are the only general partners with an unrelated third party (the "Buyer") and with respect of which the reporting person filed a Form 4 with the SEC on August 13, 2004. The VPF Agreement related to 240,000 shares of Common Stock (the "Base Amount"). Under the VPF Agreement, the FLP agreed to sell the shares in accordance with footnotes 2 and 3 below. The FLP received a prepayment from the Buyer in the amount of $9,222,936 within 3 business days of the Trade Date. Such proceeds were to be used for tax planning, charitable contribution, and estate planning purposes. The transaction settled in one tranche on August 13, 2007. In settlement of the VPF Agreement, the FLP delivered to the Buyer 240,000 shares of Common Stock.

2. On the settlement date, the FLP, unless it had elected cash settlement as described in the following sentence, would deliver to an affiliate of Buyer a number of shares of Common Stock equal to the product of (A) the Base Amount and (B) the Settlement Ratio, rounded down to the nearest whole number, and cash in an amount equal to the value of any fractional share not delivered as a result of such rounding. In lieu of delivering shares, the FLP could have elected cash settlement. The Settlement Ratio was determined as outlined in footnote 3 below.

3. If the "Settlement Price" (a market-based price determined under the terms of the VPF Agreement) was less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio would be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price was equal to or greater than the Upside Limit, the Settlement Ratio would be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price was equal to or less the Hedged Value, the Settlement Ratio would be one (1). This Transaction had an Upside Limit of $62.1418 and a Hedged Value of $47.8014. Transaction Codes S and K also apply to the transaction reported herein.

4. A family limited partnership of which the reporting person and his spouse are the only general partners.

5. Various Grantor Retained Annuity Trusts of which reporting person is a beneficiary.

6. Various Grantor Retained Annuity Trusts of which reporting person's spouse is a beneficiary.

7. Transaction Code K also applies to the transaction reported herein.

Remarks:

	Paul L. Reynolds, Attorney-in-Fact for George A. Schaefer, Jr.	08/15/2007
	** 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 4 (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).
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