-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kz+BBzXpCcWfezbeHH+qiqpTlv5XYuu4xRC9K6JIHGmCooRxftEvooaOxDjtjxU4 rZi3KhNK4LjSrT7VkA/trQ== 0000035527-05-000080.txt : 20050611 0000035527-05-000080.hdr.sgml : 20050611 20050526162626 ACCESSION NUMBER: 0000035527-05-000080 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050524 FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARNOLD NEAL E CENTRAL INDEX KEY: 0001195802 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 05860489 BUSINESS ADDRESS: STREET 1: FIFTH THIRD BANCORP STREET 2: 38 FOUNTAIN SQ. CITY: CINCINNATI STATE: OH ZIP: 45263 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-05-24 0000035527 FIFTH THIRD BANCORP FITB 0001195802 ARNOLD NEAL E 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 0 1 0 0 EVP Common Stock 2005-05-24 4 M 0 7120 11.0617 A 116516 D Common Stock 2005-05-24 4 M 0 27230 15.6297 A 143746 D Common Stock 2005-05-24 4 S 0 11877 42.67 D 131869 D Common Stock 2005-05-24 4 F 0 6753 42.76 D 125116 D Common Stock 2211.7586 I by 401(k) Option to Purchase 11.0617 2005-05-24 4 M 0 7120 D 1995-06-20 2005-06-20 Common Stock 7120 27230 D Option to Purchase 15.6297 2005-05-24 4 M 0 27230 D 1996-07-18 2006-07-18 Common Stock 27230 0 D Contract 2005-05-24 4 J 0 1 A Common Stock 81825 1 D Indicates grant date. Options are exercisable as follows: 25% on grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid. Includes total number of unexercised option grants previously reported. On May 24, 2005 (the "Trade Date"), the reporting person entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 81,825 shares of Common Stock. Under the VPF Agreement, the reporting person has agreed to sell the shares in accordance with footnotes 5 and 6 below. The transaction will be settled in one tranche on May 29, 2008. The reporting person will receive a prepayment from the Buyer in the amount of $2,557,773.81 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning and estate planning purposes. On the settlement date, the reporting person, unless he has elected cash settlement as described in the following sentence, will deliver a number of shares of Common Stock. In lieu of delivering shares, the reporting person may elect cash settlement. The number of shares to be delivered is determined as outlined in footnote 6 below. If the "Final Price" (a market-based price as determined under the terms of the PVF Agreement) is less or equal to the Floor Price, the reporting person shall deliver 81,825 shares; if the Final Price is greater than the Floor Price but less than the Cap Price, the Trust shall deliver that number of shares equal to 81,825 multiplied by (x) the Floor Price, divided by (y) the Final Price, and if the Final Price is greater than or equal to the Cap Price, the reporting person shall deliver that number of shares equal to 81,825 multiplied by (x) the sum of (i) the Floor Price (expressed as an amount) and (ii) the product of (a) one and (b) any amount by which the Final Price exceeds the Cap Price (expressed as an amount), divided by (y) the Final Price. This transaction has a Floor Price of $38.565 and a Cap Price of $57.8475. Paul L. Reynolds, Attorney-in-Fact for Neal E. Arnold 2005-05-26 -----END PRIVACY-ENHANCED MESSAGE-----