SEC FORM 4/A

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Alonso Steven

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/29/2014

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	01/27/2014		M		49,183⁽¹⁾	A	$9.82	122,289⁽¹⁾	D
Common Stock	01/27/2014		D		22,858⁽¹⁾	D	$21.13	99,431⁽¹⁾	D
Common Stock	01/27/2014		F		8,515⁽¹⁾	D	$21.13	90,916⁽¹⁾	D
Common Stock	01/27/2014		S		2,719	D	$21.2949	88,197	D
Common Stock	01/27/2014		S		5,639	D	$21.24	82,558	D
Common Stock	01/27/2014		S		3,991	D	$21.23	78,567	D
Common Stock	01/27/2014		I		3,810	D	$21.2205	121.5005	I	by 401(k) plan
Common Stock								5,500	I	by Spouse

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)
Stock Appreciation Rights	$9.82	01/27/2014		D			15,817⁽¹⁾⁽²⁾	12/18/2009⁽³⁾	12/18/2019	Common Stock	15,817⁽¹⁾⁽²⁾	$0⁽⁴⁾	260,388⁽⁵⁾	D
Stock Appreciation Rights	$9.82	01/27/2014		M			49,183⁽¹⁾	12/18/2009⁽³⁾	12/18/2019	Common Stock	49,183⁽¹⁾	$0⁽⁴⁾	211,205⁽⁵⁾	D

Explanation of Responses:

1. The reporting person's intial Form 4 filing did not include the forfeiture of Stock Appreciation Rights pursuant ot the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury. This amendment is being filed to report this forefeiture of Stock Appreciation Rights as well as to correct the resulting amount of Common Stock received, disposed to the Issuer and withheld for taxes after excercise of the reporting person's Stock Appreciation Rights.

2. Stock Appreciation Rights previously granted that are forefeited pursuant to the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury.

3. 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.

4. Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid.

5. Includes total number of Stock Appreciation Rights previously reported.

Remarks:

	H. Samuel Lind, as Attorney-in-Fact for Steven Alonso	04/10/2014
	** 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).
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.