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

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1. Name and Address of Reporting Person^*

Tuuk Mary E

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI

45263

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2013

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 & Secretary

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	116,825.47⁽¹⁾	D
Common Stock	3,848.4246	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)
Stock Appreciation Right	04/19/2004⁽²⁾	04/19/2014	Common Stock	6,000	$54.4	D
Stock Appreciation Right	04/08/2005⁽²⁾	04/08/2015	Common Stock	7,875	$42.9	D
Stock Appreciation Right	04/07/2006⁽²⁾	04/07/2016	Common Stock	11,475	$39.36	D
Stock Appreciation Right	04/09/2007⁽²⁾	04/09/2017	Common Stock	9,000	$38.27	D
Stock Appreciation Right	04/15/2008⁽²⁾	04/15/2018	Common Stock	34,615	$19.26	D
Stock Appreciation Right	04/21/2009⁽²⁾	04/21/2009	Common Stock	65,000	$3.96	D
Stock Appreciation Right	04/19/2011⁽²⁾	04/19/2021	Common Stock	61,905	$13.36	D
Stock Appreciation Right	04/17/2012⁽²⁾	04/17/2022	Common Stock	76,832	$14.36	D
Stock Appreciation Right	04/16/2013⁽²⁾	04/16/2023	Common Stock	40,570	$16.15	D
Phantom Stock⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	94.6629	⁽⁴⁾	D

Explanation of Responses:

1. Includes 24,788 shares of restricted stock subject to vesting granted pursuant to Fifth Third Bancorp Incentive Compensation Plan.

2. 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.

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

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

Remarks:

	Mary E. Tuuk	08/02/2013
	** 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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