Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Blackburn Katherine 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, MD 10AT76		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


CINCINNATI, OH 45263		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock   02/01/2016   A 126.9841     (1)   (1) Common Stock
126.9841
$ 15.75 7,524 (2)
D
 
Phantom Stock   03/03/2016   A 355.8719     (1)   (1) Common Stock
355.8719
$ 16.86 7,524 (2)
D
 
Phantom Stock   04/01/2016   A 2,559.5238     (1)   (1) Common Stock
2,559.5238
$ 16.8 7,524 (2)
D
 
Phantom Stock   05/02/2016   A 542.0054     (1)   (1) Common Stock
542.0054
$ 18.45 7,524 (2)
D
 
Phantom Stock   05/31/2016   A 211.9767     (1)   (1) Common Stock
211.9767
$ 18.87 7,524 (2)
D
 
Phantom Stock   07/01/2016   A 2,008.0321     (1)   (1) Common Stock
2,008.0321
$ 17.43 7,524 (2)
D
 
Phantom Stock   08/02/2016   A 430.5705     (1)   (1) Common Stock
430.5705
$ 18.58 7,524 (2)
D
 
Phantom Stock   09/01/2016   A 99.8004     (1)   (1) Common Stock
99.8004
$ 20.04 7,524 (2)
D
 
Phantom Stock   10/05/2016   A 578.5921     (1)   (1) Common Stock
578.5921
$ 20.74 7,524 (2)
D
 
Phantom Stock   11/01/2016   A 91.5332     (1)   (1) Common Stock
91.5332
$ 21.85 7,524 (2)
D
 
Phantom Stock   12/05/2016   A 76.6577     (1)   (1) Common Stock
76.6577
$ 26.09 7,524 (2)
D
 
Phantom Stock   12/30/2016   A 370.7824     (1)   (1) Common Stock
370.7824
$ 26.97 7,524 (2)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blackburn Katherine H.
38 FOUNTAIN SQUARE PLAZA
MD 10AT76
CINCINNATI, OH 45263		   X      

Signatures

H. Samuel Lind, Attorney-in-Fact for Katherine H. Blackburn 02/14/2017
**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 phantom stock units were acquired under the Fifth Third Bancorp directors deferred compensation plan and are to be settled 1-for-1 in terms of Fifth Third Bancorp common stock and paid in cash upon the reporting person's retirement. The reporting person may transfer the phantom stock account into an alternative investment account at any time.
(2) Units owned at December 31, 2016, including 72 phantom stock units acquired through dividend reinvestment.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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