Edgar Filing: FIFTH THIRD BANCORP

Ownership Submission

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, 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 ^*

Â Alonso Steven

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

3. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [FITB]

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

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 Original Filed(Month/Day/Year)

(Street)

CINCINNATI,Â OHÂ 45263

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 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	Â
Common Stock	5,500	I	Owned jointly with spouse
Common Stock	3,742.6548	I	by 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Units ⁽²⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	9,800.85	$ ⁽⁴⁾	D	Â
Stock Appreciation Right	04/21/2009⁽⁵⁾	04/21/2019	Common Stock	27,002	$ 3.96	D	Â
Stock Appreciation Right	12/18/2009⁽⁶⁾	12/18/2019	Common Stock	58,504	$ 9.82	D	Â
Stock Appreciation Right	04/19/2011⁽⁷⁾	04/19/2021	Common Stock	61,905	$ 13.36	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Alonso Steven 38 FOUNTAIN SQUARE PLAZA CINCINNATI,Â OHÂ 45263	Â	Â	Â Executive Vice President	Â

Signatures

Paul L. Reynolds, as Attorney-in-Fact for Steven Alonso		03/29/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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