Sec Form 4 Filing - Alonso Steven @ FIFTH THIRD BANCORP - 2014-01-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Alonso Steven 2. Issuer Name and Ticker or Trading Symbol FIFTH THIRD BANCORP [ FITB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 38 FOUNTAIN SQUARE PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2014 (Street) CINCINNATI, OH45263 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/27/2014 M 65,000 A $ 9.82 138,106 D Common Stock 01/27/2014 D 30,209 D $ 21.13 107,897 D Common Stock 01/27/2014 F 11,203 D $ 21.13 96,694 D Common Stock 01/27/2014 S 2,719 D $ 21.2949 93,975 D Common Stock 01/27/2014 S 5,639 D $ 21.24 88,336 D Common Stock 01/27/2014 S 3,991 D $ 21.23 84,345 D Common Stock 01/27/2014 I 3,810 D $ 21.2205 121.5005 I by 401(k) plan Common Stock 5,500 I by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Appreciation Rights $ 9.82 01/27/2014 M 65,000 12/18/2009( 1 ) 12/18/2019 Common Stock 65,000 $ 0 ( 2 ) 211,205 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alonso Steven 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OH45263 Executive Vice President Signatures H. Samuel Lind, as Attorney-in-Fact for Steven Alonso 01/29/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date. ( 2 )Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid. ( 3 )Includes total number of Stock Appreciation Rights previously reported.

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 4(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).

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