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*
Shaffer Robert P

(Last) (First) (Middle)
38 FOUNTAIN SQUARE PLAZA

(Street)
CINCINNATI OH 45263

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2017
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 CHRO
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 38,811.37(1) D
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)
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
Explanation of Responses:
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.
Remarks:
/s/ H. Samuel Lind, as Attorney-in-Fact for Robert P. Shaffer 04/05/2017
** 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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POWER OF ATTORNEY





Know all by these presents, that the undersigned hereby constitutes and appoints each of Saema Somalya, H. Samuel Lind and Christopher England as the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director or officer of Fifth Third Bancorp (the Company), Forms ID, 3, 4, and 5 or any Form designated by the Securities and Exchange Commission for reporting equity ownership in the Company's stock in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
 be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of March, 2018.





       /s/ ROBERT P. SHAFFER   

       Signature







       Robert P.Shaffer    

       Print Name