SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Cole Royal (Last) (First) (Middle) C/O VANTIV, INC. 8500 GOVERNOR'S HILL DRIVE (Street) CINCINNATI OH 45249-1384 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Vantiv, Inc. [ VNTV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, Fin. Institutions
	3. Date of Earliest Transaction (Month/Day/Year) 02/18/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. 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. 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
Class A Common Stock	02/18/2014		S(1)		9,800	D	$31.5578(2)	177,457	D

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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (right to buy)	$31.02	02/18/2014		A		33,076		(3)	02/18/2024	Class A Common Stock	33,076	$0	33,076	D
Restricted Stock Units 2014	(4)	02/18/2014		A		4,835		(5)	(5)	Class A Common Stock	4,835	$0	4,835	D
Employee Stock Option (right to buy)	$21.95							(6)	02/27/2023	Class A Common Stock	42,816		42,816	D
Restricted Stock Units	(4)							(7)	(7)	Class A Common Stock	6,924		6,924	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 6, 2013.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.50 to $31.62, inclusive. The reporting person undertakes to provide to Vantiv, Inc., any security holder of Vantiv, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

3. The option vests in four equal annual installments beginning February 18, 2015.

4. Each restricted stock unit represents a contingent right to receive one share of Vantiv, Inc. Class A Common Stock.

5. The restricted stock units vest in four equal annual installments beginning February 18, 2015.

6. The option vests in four equal annual installments beginning on February 27, 2014.

7. The restricted stock units vest in four equal annual installments beginning February 27, 2014.

Remarks:

	/s/ Luke Frutkin, attorney-in-fact for Royal Cole	02/20/2014
	** Signature of Reporting Person	Date
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).
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