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
X	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* FIFTH THIRD BANCORP (Last) (First) (Middle) 38 FOUNTAIN SQUARE PLAZA (Street) CINCINNATI OH 45263 (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 Officer (give title below) X Other (specify below) (2)(5)
	3. Date of Earliest Transaction (Month/Day/Year) 08/09/2017
	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	08/09/2017		M(2)		19,790,000	A	(2)	19,790,000	I	By Fifth Third Bank(3)
Class B Common Stock(1)	08/09/2017		D(2)		19,790,000	D	(2)	15,252,826	I	By Fifth Third Bank(3)
Class A Common Stock	08/09/2017		D(2)		19,790,000	D	$64.04	0	I	By Fifth Third Bank(3)

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
Class B Units of Vantiv Holding, LLC	(4)	08/09/2017		M(2)		19,790,000		(4)	(4)	Class A Common Stock	19,790,000	(2)	15,252,826	I	By Fifth Third Bank(3)

Explanation of Responses:

1. The Class B Common Stock provides Fifth Third Bank with approximately 8.6% of the aggregate voting power of Vantiv, Inc.'s common stock but has no economic rights. If Fifth Third Bank acquires shares of Class A Common Stock in the future, the voting power of the Class B Common Stock will be reduced by an equivalent amount. Upon an exchange of Class B Units of Vantiv Holding, LLC for shares of Class A Common Stock of Vantiv, Inc. as described in note 4, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled.

2. On August 9, 2017, pursuant to the Transaction Agreement, dated August 7, 2017 (the "Transaction Agreement"), by and among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank and Fifth Third Bancorp, Fifth Third Bank sold 19,790,000 shares of Class A Common Stock of Vantiv, Inc. to Vantiv, Inc. at a price per share of $64.04. The shares of Class A Common Stock of Vantiv, Inc. sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 19,790,000 Class B Units of Vantiv Holding, LLC pursuant to the exchange right described in note 4. Simultaneously with the exchange, 19,790,000 shares of Class B Common stock of Vantiv, Inc. owned by Fifth Third Bank were automatically cancelled pursuant to the Exchange Agreement, as described in note 4. Immediately following completion of the transactions described in this note 2, Fifth Third Bank held 15,252,826 Class B Units of Vantiv Holding, LLC and 15,252,826 shares of Class B Common Stock of Vantiv, Inc.

3. Fifth Third Bank is a wholly owned direct subsidiary of Fifth Third Financial Corporation, which is a wholly owned direct subsidiary of Fifth Third Bancorp.

4. Fifth Third Bank has the right pursuant to and subject to the limitations in the Exchange Agreement, dated as of March 21, 2012, among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank and FTPS Partners, LLC (the "Exchange Agreement"), to exchange Class B Units of Vantiv Holding, LLC, a subsidiary of Vantiv, Inc., for shares of Class A Common Stock of Vantiv, Inc. on a one-for-one basis or, at Vantiv, Inc.'s option, for cash. Upon such an exchange of Class B Units for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time.

Remarks:

(5) At the time of the transactions described in note 2, the Reporting Person was a director by deputization of Vantiv, Inc. Following the transacftions described in note 2, Fifth Third Bank, pursuant to Vantiv, Inc.'s certificate of incorporation, ceased to be entitled to elect a Class B Director to Vantiv, Inc.'s board of directors (the "Board"), and, consequently, Fifth Third Bank's representative on the Board resigned from the Board on August 9, 2017. Following such resignation, the Reporting Person ceased to be a director by deputization of Vantiv, Inc.

	James C. Leonard, Executive Vice President and Treasurer of Fifth Third Bancorp	08/10/2017
	** Signature of Reporting Person	Date
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