Edgar Filing: FIFTH THIRD BANCORP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ISAAC WILLIAM M

2. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [FITBP]

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, MD 10AT76

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2013

(Street)

CINCINNATI, OH 45263

4. If Amendment, Date Original Filed(Month/Day/Year)
02/14/2013

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Depositary Shares (Preferred Stock, Series G) ⁽¹⁾ ⁽²⁾

⁽³⁾

02/13/2013

100 ⁽¹⁾ ⁽²⁾

⁽³⁾

Common Stock

863.93

$ 143.87

100 ⁽¹⁾ ⁽²⁾

Depositary Shares (Preferred Stock, Series G) ⁽¹⁾ ⁽²⁾

⁽³⁾

02/13/2013

580 ⁽¹⁾ ⁽²⁾

⁽³⁾

Common Stock

5,010.794

$ 143.97

680 ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ISAAC WILLIAM M 38 FOUNTAIN SQUARE PLAZA MD 10AT76 CINCINNATI, OH 45263	X

Signatures

Paul L. Reynolds, as Attorney-in-Fact for William M. Isaac		07/03/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person's original Form 4 filing inadvertently reported the purchase of Depositary Shares representing Preferred Stock, Series G in Table I as a Non-Derivative security. This amendment is being filed solely to report the transaction in Table II as a purchase of a Derivative security.
(2)	Each Depositary share represents 1/250th of an interest in a share of the Issuer's 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G.
(3)	The Non-Cumulative Perpetual Convertible Preferred Stock, Series G has no expiration date and is convertible at any time, at the option of the holder, into 2,159.8272 of the Issuer's Common Stock (which reflects an initial conversion price of approximately $11.575 per common share) plus cash in lieu of fractional shares, subject to anti-dilution adjustments. In addition, the Non-Cumulative Perpetual Convertible Preferred Stock, Series G is convertible into common stock at the option of the Issuer if the closing price of the Issuer's Common Stock exceeds 130% of the applicable conversion price for 20 trading days within any period of 30 consecutive trading days.

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