SEC Form 4

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* Niehaus, Robert P. (Last) (First) (Middle) 38 Fountain Square Plaza (Street) Cincinnati, OH 45263 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Fifth Third BancorpFITB 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Day/Year 1103/1228/~~2002~~2003 5. If Amendment, Date of Original (Month/Day/Year) 04/01/2003 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Description Executive Vice President 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2.TransactionDate(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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

A/D

Price

Common Stock

1103/1228/022003

~~11/12/02~~

J(1)(2)

3775,~~832~~000

~~168~~128,~~294~~861

Common Stock

1103/1228/022003

~~11/12/02~~

J(1)(2)

~~265~~75,000

7375,~~427~~000

Byby ~~Spouse~~Trusts(2)

Common Stock

1103/1228/022003

~~11/12/02~~

~~J(2)~~G

381,~~097~~233

38127,~~097~~628

~~By FLP, L.P.~~

Common Stock

03/28/2003

J(3)

50,897

by FLP, LP(4)

Common Stock

73,427

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. Conver- sion or Exercise Price of Deri- vative 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(DE) and Expiration Date(ED) (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. Owner-shipForm ofDeriv-ativeSecurities:Direct (D)orIndirect (I)(Instr.4)

11. Nature of Indirect Beneficial Ownership (Instr.4)

Code

Title

Amount or Number of Shares

Option to Purchase

$51.46

03/28/2003

70,000

03/28/2003(5)

03/28/2013

Common Stock

70,000

0(6)

844,703(7)

~~(1)~~ Explanation ~~Transfer~~ of ~~shares~~Responses: to Niehaus Investors Limited Partnership (a family limited partnership)of which the reporting person, his spouse and their three childred are the only general partners and of which the reporting person is the sole limited partner. (2)The reporting person disclaims beneficial ownership of common stock held by the FLP except to extent of his pecuniary interest therein.

~~By:~~(1) ~~/s/~~The ~~Paul~~reporting L.person ~~Reynolds,~~has ~~attorney-in-fact~~established ~~11/14/02~~a **series ~~Signature~~ of ~~Reporting~~Grantor ~~Person~~Retained ~~Date~~Annuity ~~SEC~~Trusts ~~1474~~ (~~8-02~~GRATs) ~~Reminder:~~in ~~Report~~connection onwith ahis ~~separate~~tax ~~line~~and ~~for~~estate ~~each~~planning. ~~class~~On ofMarch ~~securities~~28, ~~beneficially~~2003, ~~owned~~the ~~directly~~reporting orperson ~~indirectly.~~contributed *75,000 Ifshares ~~the~~directly ~~form~~to ishis ~~filed~~GRATs.(2) byTransfer ~~more~~to ~~than~~various ~~one~~GRATs of which the reporting person, ~~see~~is ~~Instruction~~a 4beneficiary.(b3)~~(v).~~ **Transfer ~~Intentional~~of ~~misstatements~~shares orto ~~omissions~~Niehaus ofInvestors ~~facts~~Limited ~~constitute~~Partnership ~~Federal~~by ~~Criminal~~adult ~~Violations~~children ~~See~~of 18the Ureporting person.~~S.C.~~(4) ~~1001~~Niehaus ~~and~~Investors 15Limited ~~U.S.C.~~Partnership ~~78ff~~(a). ~~Note:~~family ~~File~~limited ~~three~~partnership) ~~copies~~ of ~~this~~which ~~Form~~the reporting person, ~~one~~his ofspouse ~~which~~and ~~must~~their bethree ~~manually~~children ~~signed~~are the only partners.(5) IfIndicates ~~space~~grant isdate. ~~insufficient,~~Options ~~see~~are ~~Instruction~~exercisable 6as ~~for~~follows: ~~procedure.~~25% ~~Potential~~one ~~persons~~year ~~who~~from ~~are~~grant todate; ~~respond~~50% totwo ~~the~~years ~~collection~~from ofgrant; ~~information~~75% ~~contained~~three inyears ~~this~~from ~~form~~grant ~~are~~and ~~not~~100% ~~required~~four years from grant.(6) Issued pursuant to ~~respond~~Fifth ~~unless~~Third ~~the~~Bancorp ~~form~~1998 ~~displays~~Long-Term aIncentive ~~currently~~Stock ~~valid~~Plan. ~~OMB~~No ~~Number~~consideration paid.(7) Includes total number of unexercised option grants previously reported.

By:	Date:
/s/ Paul L. Reynolds,	04/08/2003
Attorney-in-Fact for Robert P. Niehaus
** Signature of Reporting Person	SEC 1474 (9-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Filing Compare · NIEHAUS ROBERT P