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^*

Alonso Steven

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI

45263

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2012

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	48,733⁽¹⁾	D
Common Stock	5,500	I	Owned jointly with spouse
Common Stock	3,742.6548	I	by 401(k)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Stock Units⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	9,800.85	⁽⁴⁾	D
Stock Appreciation Right	04/21/2009⁽⁵⁾	04/21/2019	Common Stock	27,002	$3.96	D
Stock Appreciation Right	12/18/2009⁽⁶⁾	12/18/2019	Common Stock	58,504	$9.82	D
Stock Appreciation Right	04/19/2011⁽⁷⁾	04/19/2021	Common Stock	61,905	$13.36	D

Explanation of Responses:

1. Includes 44,933 shares of restricted stock granted to the reporting person.

2. The phantom stock units represent a portion of the reporting person's salary, net of withholdings and deductions, and were issued under the Fifth Third Bancorp Incentive Compensation Plan. For more information, please see the Current Report on Form 8-K filed by Fifth Third Bancorp on September 25, 2009.

3. Phantom stock units will be settled in cash in two equal installments on June 15, 2012 and June 15, 2013 or on the earlier death of the reporting person.

4. Each phantom stock unit is the economic equivalent of one share of Fifth Third Bancorp common stock.

5. Indicates grant date. Stock appreciation rights are exercisable as follows: 25% two years from grant date, 50% on December 31, 2011, 75% three years from grant date, and 100% four years from grant date.

6. Indicates grant date. Stock appreciation rights are exercisable as follows: 100% four years from grant date.

7. Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two year from grant date, 75% three years from grant date, and 100% four years from grant date.

Remarks:

	Paul L. Reynolds, as Attorney-in-Fact for Steven Alonso	03/29/2012
	** 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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