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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* McHugh Philip (Last) (First) (Middle) 38 FOUNTAIN SQUARE PLAZA MD 10AT76 (Street) CINCINNATI OH 45263 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/15/2014	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) Executive Vice President	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	78,077(1)	D
Common Stock	443	I	by Son
Common Stock	507	I	by Daughter
Common Stock	497	I	by Daughter
Common Stock	28,179	I	by 401(k) Plan

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	13,191	(3)	D
Stock Appreciation Right	04/08/2005	04/08/2015	Common Stock	17,308	$42.9	D
Stock Appreciation Right	04/07/2006	04/07/2016	Common Stock	20,738	$39.36	D
Stock Appreciation Right	04/09/2007	04/09/2017	Common Stock	23,333	$38.27	D
Stock Appreciation Right	04/15/2008	04/15/2018	Common Stock	19,231	$19.26	D
Stock Appreciation Right	04/21/2009	04/21/2019	Common Stock	28,125	$3.96	D
Stock Appreciation Right	04/20/2010	04/20/2020	Common Stock	26,538	$14.8	D
Stock Appreciation Right	04/19/2011	04/19/2021	Common Stock	33,333	$13.36	D
Stock Appreciation Right	04/17/2012	04/17/2022	Common Stock	44,326	$14.36	D
Stock Appreciation Right	04/16/2013	04/16/2023	Common Stock	41,118	$16.15	D
Stock Appreciation Right	04/15/2014	04/15/2024	Common Stock	17,228	$21.63	D

Explanation of Responses:

1. Includes 14,368 shares of restricted stock subject to vesting granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan.

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

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

Remarks:

	H. Samuel Lind, as Attorney-in-Fact for Philip McHugh	12/29/2014
	** 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 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 Number.