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 *
  Shaffer Robert P
2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2017
3. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [FITB]
(Last)
(First)
(Middle)
38 FOUNTAIN SQUARE PLAZA
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CHRO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CINCINNATI, OH 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 38,811.37 (1)
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (2)   (3)   (3) Common Stock 208.76 $ (3) D  
Stock Appreciation Rights 04/20/2010(4) 04/20/2020 Common Stock 16,154 $ 14.8 D  
Stock Appreciation Rights 04/19/2011(4) 04/19/2021 Common Stock 19,048 $ 13.36 D  
Stock Appreciation Rights 04/17/2012(4) 04/17/2022 Common Stock 23,641 $ 14.36 D  
Stock Appreciation Rights 04/16/2013(4) 04/16/2023 Common Stock 32,895 $ 16.15 D  
Stock Appreciation Rights 04/15/2014(4) 04/15/2024 Common Stock 11,485 $ 21.63 D  
Stock Appreciation Rights 04/14/2015(4) 04/14/2025 Common Stock 9,945 $ 19.01 D  
Stock Appreciation Rights 04/19/2016(4) 04/19/2026 Common Stock 17,045 $ 18.11 D  
Stock Appreciation Rights 02/03/2017(4) 02/03/2027 Common Stock 14,035 $ 26.52 D  
Stock Appreciation Rights 01/29/2018(5) 01/29/2028 Common Stock 7,282 $ 33.17 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shaffer Robert P
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH 45263
      EVP and CHRO  

Signatures

/s/ H. Samuel Lind, as Attorney-in-Fact for Robert P. Shaffer 04/05/2017
**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 28,583 shares of restricted stock subject to vesting granted pursuant to Fifth Third Bancorp Incentive Compensation Plan and 778.69 shares held under the FIfth Third Bancorp Employee Stock Purchase Plan.
(2) Acquired pursuant to the Fifth Third Bancorp's Non-Qualified Defined Compensation Plan.
(3) The units of phantom stock are the economic equivalent of Fifth Third Bancorp common stock and are settled in cash after termination of employment.
(4) Indicates grant date. Stock appreciation rights are exercisable in fourths beginning on the first anniversary of the grant date with one-fourth of the total grant vesting annually over a four-year period.
(5) Indicates grant date. Stock appreciation rights are exercisable in thirds beginning on the first anniversary of the grant date with one-third of the total grant vesting annually over a three-year period.

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