Sec Form 4 Filing - HARVEY THOMAS H @ FIFTH THIRD BANCORP - 2019-03-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
HARVEY THOMAS H
2. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [ FITB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
38 FOUNTAIN SQUARE PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2019
(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 03/22/2019 A 124,995.8 ( 1 ) A 124,995.8 D ( 2 )
Common Stock 03/22/2019 A 22,266.2 ( 3 ) A 22,266.2 I By Trust
Common Stock 03/22/2019 A 9,970.2 ( 4 ) A 9,970.2 I By Trust FBO Child
Common Stock 03/22/2019 A 9,970.2 ( 4 ) A 9,970.2 I By Trust FBO Child
Common Stock 03/22/2019 A 9,970.2 ( 4 ) A 9,970.2 I By Trust FBO Child
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HARVEY THOMAS H
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH45263
X
Signatures
Christopher R. England, as Attorney-in Fact for Thomas H. Harvey 03/25/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 86,204 shares of MB Financial, Inc. ("MBFI") in connection with the merger of a wholly owned subsidiary of Fifth Third Bancorp ("FITB") with and into MBFI. Pursuant to the merger agreement by and among FITB, MBFI and the other parties thereto, holders of MBFI common stock had the right to receive, for each share of MBFI common stock held immediately prior to the effective time of the merger, 1.45 shares of common stock of FITB and $5.54 in cash.
( 2 )Not included in this form are shares held by trusts of which the reporting person is a trustee and shares as to which the reporting person has been granted a power of attorney in which the reporting person does not have a pecuniary interest.
( 3 )Received in exchange for 15,356 shares of MBFI in connection with the Merger.
( 4 )Received in exchange for 6,876 shares of MBFI in connection with the Merger.

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).

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.