FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Shaffer Robert P

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/27/2017 

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 /

(Street)

CINCINNATI, OH 45263       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   38811.37   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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   4/20/2010   (4) 4/20/2020   Common Stock   16154   $14.80   D  
 
Stock Appreciation Rights   4/19/2011   (4) 4/19/2021   Common Stock   19048   $13.36   D  
 
Stock Appreciation Rights   4/17/2012   (4) 4/17/2022   Common Stock   23641   $14.36   D  
 
Stock Appreciation Rights   4/16/2013   (4) 4/16/2023   Common Stock   32895   $16.15   D  
 
Stock Appreciation Rights   4/15/2014   (4) 4/15/2024   Common Stock   11485   $21.63   D  
 
Stock Appreciation Rights   4/14/2015   (4) 4/14/2025   Common Stock   9945   $19.01   D  
 
Stock Appreciation Rights   4/19/2016   (4) 4/19/2026   Common Stock   17045   $18.11   D  
 
Stock Appreciation Rights   2/3/2017   (4) 2/3/2027   Common Stock   14035   $26.52   D  
 
Stock Appreciation Rights   1/29/2018   (5) 1/29/2028   Common Stock   7282   $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.

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 4/5/2017
** 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.
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 control number.
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