-----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, MJIW9cW2T9Lj48noTDMb4zqrtnyGZurxFXZxjMT9hBToD61Erc+Q6a1MFeQLupiz hAd160VMEYwllh49C20E2Q== 0000035527-08-000072.txt : 20080529 0000035527-08-000072.hdr.sgml : 20080529 20080529161439 ACCESSION NUMBER: 0000035527-08-000072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080527 FILED AS OF DATE: 20080529 DATE AS OF CHANGE: 20080529 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: SULLIVAN ROBERT A CENTRAL INDEX KEY: 0000940438 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33653 FILM NUMBER: 08866708 BUSINESS ADDRESS: STREET 1: 5520 MONROE STREET CITY: SYLVANIA STATE: OH ZIP: 43560 MAIL ADDRESS: STREET 1: C/O FIFTH THIRD BANK STREET 2: 38 FOUNTAIN SQUARE PLAZA CITY: CINCINNATI STATE: OH ZIP: 45263 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-05-27 0000035527 FIFTH THIRD BANCORP FITB 0000940438 SULLIVAN ROBERT A 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 0 1 0 0 SeniorExecutive Vice President Common Stock 2008-05-27 4 J 0 50000 19.55 D 0 I By Trust Common Stock 87687 D Common Stock 16300 I by Spouse Common Stock 1364.7432 I by 401(k) Contract 2008-05-27 4 X 0 1 D Common Stock 50000 0 I by Trust This report on Form 4 relates to the settlement of a variable prepaid forward contract ("VPF Agreement") that the reporting person entered into on May 26, 2005 (the "Trade Date"), through a revocable trust (the "Trust") of which he is the grantor and trustee, with an unrelated third party (the "Buyer") relating to 50,000 shares of Common Stock and with respect to which the reporting person filed a Form 4 with the SEC on May 27, 2005. Under the VPF Agreement, the Trust agreed to sell the shares in accordance with footnotes 2 and 3 below. The Trust received a prepayment from the Buyer in the amount of $1,703,592 within 3 business days of the Trade Date. Such proceeds were used for tax planning and estate planning purposes. The transaction settled in one tranche on May 27, 2008. In settlement of the VPF Agreement, the Trust delivered to Buyer 50,000 shares of Common Stock. On the settlement date, the Trust, unless it had elected cash settlement as described in the following sentence, would deliver to Buyer a number of shares of Common Stock. In lieu of delivering shares, the Trust could have elected cash settlement. The number of shares to be delivered is determined as outlined in footnote 3 below. If the "Final Price" (a market-based price as determined under the terms of the VPF Agreement) was less than or equal to the Floor Price, the Trust would deliver 50,000 shares; if the Final Price was greater than the Floor Price but less than the Cap Price, the Trust would deliver that number of shares equal to 50,000 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 Trust would deliver that number of shares equal to 50,000 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 had a Floor Price of $43.02 and a Cap Price of $55.926. Transaction Codes S and K also apply to the transaction reported. A revocable Trust of which the reporting person is the grantor and trustee. Transaction code K also applies to this transaction. Paul L. Reynolds, Attorney-in-Fact for Robert A. Sullivan 2008-05-29 -----END PRIVACY-ENHANCED MESSAGE-----