Filing Details

Accession Number:
0001193125-18-212341
Form Type:
13D Filing
Publication Date:
2018-07-03 14:51:05
Filed By:
Fifth Third Bancorp
Company:
Worldpay Inc. (NYSE:WP)
Filing Date:
2018-07-03
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Fifth Third Bancorp 31-0854434 0 10,264,471 0 10,264,471 10,264,471 3.3%
Fifth Third Bank 31-0676865 0 10,264,471 0 10,264,471 10,264,471 3.3%
The Retirement Corporation of America 31-1 0 0 0 0 0 0%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

 

Worldpay, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 Par Value Per Share

(Title of Class of Securities)

92210H105

(CUSIP Number)

Fifth Third Bancorp

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Tel No.: (513) 534-3719

Attention: H. Samuel Lind, Senior Vice President and Associate General Counsel

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 25, 2018

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 92210H105     Page 2 of 10

 

  1.     

Names of reporting persons

 

Fifth Third Bancorp 31-0854434

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☒

 

  6.  

Citizenship or place of organization

 

Ohio

Number of

shares

beneficially  

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

0

     8.   

Shared voting power

 

10,264,471

     9.   

Sole dispositive power

 

0

   10.   

Shared dispositive power

 

10,264,471

11.    

Aggregate amount beneficially owned by each reporting person

 

10,264,471

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐

 

13.  

Percent of class represented by amount in Row (11)

 

3.3% (See Item 5)

14.  

Type of reporting person (see instructions)

 

HC

 


CUSIP No. 92210H105     Page 3 of 10

 

  1.     

Names of reporting persons

 

Fifth Third Bank 31-0676865

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or place of organization

 

Ohio

Number of

shares

beneficially  

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

0

     8.   

Shared voting power

 

10,264,471

     9.   

Sole dispositive power

 

0

   10.   

Shared dispositive power

 

10,264,471

11.    

Aggregate amount beneficially owned by each reporting person

 

10,264,471

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐

 

13.  

Percent of class represented by amount in Row (11)

 

3.3% (See Item 5)

14.  

Type of reporting persons (see instructions)

 

BK

 


CUSIP No. 92210H105     Page 4 of 10

 

  1.     

Names of reporting persons

 

The Retirement Corporation of America 31-1253377

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or place of organization

 

Ohio

Number of

shares

beneficially  

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

0

     8.   

Shared voting power

 

0

     9.   

Sole dispositive power

 

0

   10.   

Shared dispositive power

 

0

11.    

Aggregate amount beneficially owned by each reporting person

 

0 (See Item 5)

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐

 

13.  

Percent of class represented by amount in Row (11)

 

0% (See Item 5)

14.  

Type of reporting persons (see instructions)

 

IA

 


CUSIP No. 92210H105     Page 5 of 10

 

This Amendment No. 9 to the Statement on Schedule 13D (this Amendment No. 9) relates to the Class A common stock, $0.00001 par value per share (Class A Shares), of Worldpay, Inc., formerly Vantiv, Inc. (Worldpay or the Company), a Delaware corporation, and amends the initial statement on Schedule 13D filed by Fifth Third Bancorp, an Ohio corporation (Bancorp), Fifth Third Bank, an Ohio banking corporation (FTB and, together with Bancorp and The Retirement Corporation of America, an Ohio corporation and a wholly owned subsidiary of Fifth Third Bank (RCA), the Reporting Persons), and FTPS Partners, LLC, a Delaware limited liability company, with the Securities and Exchange Commission (the SEC) on April 2, 2012, as amended by Amendment No. 1 to the initial statement, filed by Bancorp, FTB and FTPS Partners, LLC with the SEC on December 14, 2012, Amendment No. 2 to the initial statement, filed by Bancorp and FTB with the SEC on May 17, 2013, Amendment No. 3 to the initial statement, filed by Bancorp and FTB with the SEC on August 9, 2013, Amendment No. 4 to the initial statement, filed by Bancorp and FTB with the SEC on June 2, 2014, Amendment No. 5 to the initial statement, filed by Bancorp and FTB with the SEC on December 30, 2015, Amendment No. 6 to the initial statement, filed by Bancorp and FTB with the SEC on December 2, 2016, Amendment No. 7 to the initial statement, filed by the Reporting Persons with the SEC on August 8, 2017 and Amendment No. 8 to the initial statement, filed by the Reporting Persons with the SEC on August 9, 2017 (the initial statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 together, the Initial Statement). Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings set forth in the Initial Statement.

 

Item 2. Identity and Background.

Information regarding the executive officers and directors of the Reporting Persons is hereby amended by replacing Exhibit A to the Initial Statement in its entirety with Exhibit A attached hereto.


CUSIP No. 92210H105     Page 6 of 10

 

Item 4. Purpose of Transaction.

Item 4 of the Initial Statement is hereby supplemented by inserting the following paragraph after the twenty fourth paragraph thereunder:

On June 25, 2018, FTB agreed to sell 5,000,000 shares of Class A common stock of Worldpay in a transaction exempt from registration pursuant to Rule 144 under the Securities Act of 1933 (the 2018 Block Sale). The 2018 Block Sale was completed on June 27, 2018. All of the shares of Class A common stock sold by FTB in the 2018 Block Sale were acquired in exchange for 5,000,000 Class B units of Holding by exercising the Exchange Right granted to FTB under the Exchange Agreement. Immediately following completion of the 2018 Block Sale, FTB held 10,252,826 Class B units of Holding and 10,252,826 shares of Class B common stock of Worldpay.


CUSIP No. 92210H105     Page 7 of 10

 

Item 5. Interest in Securities of the Issuer.

Paragraphs (a)(d) of Item 5 of the Initial Statement are hereby replaced in their entirety as follows:

a) None of the Reporting Persons currently owns any issued and outstanding shares of Class A common stock of Worldpay for their own account; however, as of June 27, 2018, FTB exercises investment and voting discretion over 11,645 shares of Class A common stock of Worldpay in its trust, investment, banking, advisory and fiduciary capacities for the account of its customers. Bancorp, as a corporate parent of FTB, may be deemed to share with FTB the power to vote and the power to dispose of the Customer Account Shares over which FTB exercises investment and voting discretion. As a result of the foregoing and Bancorps and FTBs ownership of Class B units of Holding and Bancorps and FTBs Exchange Right, Bancorp and FTB beneficially own approximately 3.3% of the Class A common stock of Worldpay. As of June 27, 2018, RCA exercised no investment or voting discretion over any shares of Class A common stock of Worldpay in its trust, investment, banking, advisory and fiduciary capacities for the account of its customers.

Bancorp beneficially owns 10,252,826 Class B units of Holding, consisting of 10,252,826 Class B units of Holding held by FTB, which represent approximately 3.3% of the outstanding units of Holding. FTB beneficially owns 10,252,826 Class B units of Holding, consisting of 10,252,826 Class B units of Holding held directly by FTB, which represent approximately 3.3% of the outstanding units of Holding. The percentage calculations in this Item 5(a) are based on (i) 297,407,507 shares of Class A common stock and 15,252,826 shares of Class B common stock of the Issuer outstanding as of March 31, 2018, as reported in the Issuers Form 10-Q for the quarter ended March 31, 2018 (the 10-Q), and (ii) 15,252,826 Class B units of Holding outstanding as of March 31, 2018, as reported in the 10-Q, but additionally gives effect to (i) the exchange by Fifth Third Bank of 5,000,000 Class B units of Holding into shares of Class A common stock of the Issuer, effected as described in Item 4 of the Initial Statement, which by operation of the Exchange Agreement and the Issuers certificate of incorporation also resulted in the cancellation of 5,000,000 Class B Shares held by Fifth Third Bank and (ii) the 2018 Block Sale.

Neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Exhibit A, owns or has any right to acquire, directly or indirectly, any shares of the Class A common stock of Worldpay.

b) Bancorp and FTB share or, with respect to Customer Account Shares, may be deemed to share, the power to vote or to direct the vote and to dispose or direct the disposition of all shares of Class A common stock of Worldpay indicated in Item 5(a) above.c) Other than for sales of shares of Class A common stock of the Issuer for the account of, and deposits of Customer Account Shares by, FTBs customers effected or held by FTB in its trust, investment, banking, advisory and fiduciary capacities as described on Exhibit S hereto, none of the Reporting Persons, nor, to the best of the Reporting Persons knowledge, any of the persons listed in Exhibit A hereto, has effected any transaction that may be deemed to be a transaction in the Class A common stock of Worldpay during the past 60 days.

d) Other than (with respect to the Customer Account Shares) for the customers on whose behalf such shares of Class A common stock of the Issuer are held by the Reporting Persons, which customers may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A common stock of Worldpay, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common stock of the Issuer that may be deemed to be beneficially owned by the Reporting Persons as provided for herein. No such customer is known to have such right or power with respect to more than five percent of the Class A common stock of the Issuer.

Paragraph (e) of Item 5 of the Initial Statement is hereby amended by adding the following sentences thereto:

e) As described in the 10-Q, Worldpay issued 134.4 million shares of Class A common stock in connection with the Worldpay Acquisition, which resulted in Bancorp and FTB becoming the beneficial owners of less than 5% or more of the Class A common stock of Worldpay. As a result of the 2018 Block Sale, Bancorp and FTB are the beneficial owners of approximately 3.3% of the Class A common stock of Worldpay. Therefore, this Amendment No. 9 is an exit filing with respect to the Reporting Persons.


CUSIP No. 92210H105     Page 8 of 10

 

Item 7. Material to be Filed as Exhibits.

Item 7 of the Initial Statement is hereby amended and supplemented as follows:

 

Exhibit

  

Description

Exhibit A    Directors and Executive Officers of Fifth Third Bancorp, Fifth Third Bank and The Retirement Corporation of America
Exhibit S    Transactions in Class A Common Stock

CUSIP No. 92210H105     Page 9 of 10

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: July 3, 2018

 

Fifth Third Bancorp
By:  

/s/ James C. Leonard

Name:   James C. Leonard
Title:   Executive Vice President and Treasurer
Fifth Third Bank
By:  

/s/ James C. Leonard

Name:   James C. Leonard
Title:   Executive Vice President and Treasurer

CUSIP No. 92210H105     Page 10 of 10

 

The Retirement Corporation of America
By:  

/s/ Michael Speaker

Name:   Michael Speaker
Title:   Assistant Secretary

Exhibit A

DIRECTORS AND EXECUTIVE OFFICERS OF FIFTH THIRD BANCORP AND FIFTH THIRD BANK

The following tables set forth the name and present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and citizenship of each director and executive officer of Fifth Third Bancorp and Fifth Third Bank. The business address of each such person whose principal occupation or employment is with Fifth Third Bancorp or Fifth Third Bank is c/o Fifth Third Bancorp at 38 Fountain Square Plaza, Cincinnati, Ohio 45263.

 

DIRECTORS OF FIFTH

THIRD BANCORP

  

PRESENT PRINCIPAL OCCUPATION OR

EMPLOYMENT AND PRINCIPAL BUSINESS AND

BUSINESS ADDRESS

  

CITIZENSHIP

Greg D. Carmichael, Chair   

President & CEO, Fifth Third Bancorp

38 Fountain Square Plaza

Cincinnati, Ohio 45263

   United States
Nicholas K. Akins   

Chairman, President and Chief Executive Officer,

American Electric Power

1 Riverside Plaza

Columbus, Ohio 43215

   United States
B. Evan Bayh III   

Partner, McGuire Woods LLP

2001 K Street Suite 400

Washington, DC 20006-1040

   United States
Jorge L. Benitez   

Former CEO, U.S. and Senior Managing Director (North America), Accenture

151 Fiesta Way

Ft. Lauderdale, FL 33301

   United States
Katherine B. Blackburn   

Executive Vice President, Cincinnati Bengals, Inc.

One Paul Brown Stadium

Cincinnati, OH 45202

   United States
Emerson L. Brumback   

Former President and COO, M&T Bank

13635 Carnoustie Circle

Dade City, FL 33525

   United States
Jerry W. Burris   

Former CEO and President, Associated Materials Group, Inc.

715 Club Drive

Aurora, OH 44202

   United States
Gary R. Heminger   

President and CEO, Marathon Petroleum Corporation

539 South Main Street

Findlay, OH 45840

   United States

 

A-1


DIRECTORS OF FIFTH

THIRD BANCORP

  

PRESENT PRINCIPAL OCCUPATION OR

EMPLOYMENT AND PRINCIPAL BUSINESS AND

BUSINESS ADDRESS

  

CITIZENSHIP

Jewell D. Hoover   

Principal and bank consultant, Hoover and Associates, LLC

3018 Kings Manor Drive

Matthews, NC 28104

   United States
Eileen A. Mallesch   

Former Senior Vice President and CFO, Nationwide Property & Casualty Segment, National Mutual Insurance Company

1217 Sanctuary Place

Gahanna, Ohio 43230

   United States
Michael B. McCallister   

Former Chairman of the Board of Directors and CEO, Humana Inc.

8644 N. Morning Glory Rd.

Paradise Valley, AZ 85253

   United States
Marsha C. Williams   

Former Senior Vice President and CFO, Orbitz Worldwide, Inc.

500 Port Republic St.

Beaufort, SC 29902

   United States

EXECUTIVE OFFICERS OF FIFTH

THIRD BANCORP

  

PRESENT PRINCIPAL OCCUPATION

  

CITIZENSHIP

Greg D. Carmichael    President & Chief Executive Officer, Fifth Third Bancorp    United States
Lars C. Anderson    Executive Vice President and Chief Operating Officer, Fifth Third Bancorp    United States
Frank R. Forrest    Executive Vice President & Chief Risk Officer, Fifth Third Bancorp    United States
Mark D. Hazel    Senior Vice President & Controller, Fifth Third Bancorp    United States
James C. Leonard    Executive Vice President & Treasurer, Fifth Third Bancorp    United States
Philip R. McHugh    Executive Vice President, Fifth Third Bancorp    United States

 

A-2


EXECUTIVE OFFICERS OF
FIFTH THIRD BANCORP

  

PRESENT PRINCIPAL OCCUPATION

  

CITIZENSHIP

Jude E. Schramm    Executive Vice President & Chief Information Officer    United States
Robert P. Shaffer    Executive Vice President & Chief Human Resources Officer    United States
Timothy Spence    Executive Vice President & Chief Strategy Officer, Fifth Third Bancorp    United States
Teresa J. Tanner    Executive Vice President & Chief Administrative Officer, Fifth Third Bancorp    United States
Tayfun Tuzun    Executive Vice President & Chief Financial Officer, Fifth Third Bancorp    United States
Susan B. Zaunbrecher    Executive Vice President, Chief Legal Officer & Corporate Secretary    United States

 

A-3


DIRECTORS OF

FIFTH THIRD BANK

  

PRESENT PRINCIPAL OCCUPATION

  

CITIZENSHIP

Greg D. Carmichael, Chair   

President & CEO, Fifth Third Bancorp

38 Fountain Square Plaza

Cincinnati, Ohio 45263

   United States
Nicholas K. Akins   

Chairman, President and Chief Executive Officer,

American Electric Power

1 Riverside Plaza

Columbus, Ohio 43215

   United States
B. Evan Bayh III   

Partner, McGuire Woods LLP

2001 K Street Suite 400

Washington, DC 20006-1040

   United States
Jorge L. Benitez   

Former CEO, U.S. and Senior Managing Director (North America), Accenture

10 Venetian Way, Unit 1103

Miami Beach, FL 33139

   United States
Katherine B. Blackburn   

Executive Vice President, Cincinnati Bengals, Inc.

One Paul Brown Stadium

Cincinnati, OH 45202

   United States
Emerson L. Brumback   

Former President and COO, M&T Bank

13635 Carnoustie Circle

Dade City, FL 33525

   United States
Jerry W. Burris   

Former CEO and President, Associated Materials Group, Inc.

715 Club Drive

Aurora, OH 44202

   United States
Gary R. Heminger   

President and CEO, Marathon Petroleum Corporation

539 South Main Street

Findlay, OH 45840

   United States
Jewell D. Hoover   

Principal and bank consultant, Hoover and Associates, LLC

3018 Kings Manor Drive

Matthews, NC 28104

   United States

 

A-4


DIRECTORS OF

FIFTH THIRD BANK

  

PRESENT PRINCIPAL OCCUPATION

  

CITIZENSHIP

Eileen A. Mallesch   

Former Senior Vice President and CFO, Nationwide Property & Casualty Segment, National Mutual Insurance Company

1217 Sanctuary Place

Gahanna, Ohio 43230

   United States
Michael B. McCallister   

Former Chairman of the Board of Directors and CEO, Humana Inc.

8644 N. Morning Glory Rd.

Paradise Valley, AZ 85253

   United States
Marsha C. Williams   

Former Senior Vice President and CFO, Orbitz Worldwide, Inc.

500 Port Republic Street

Beaufort, SC 29902

   United States

EXECUTIVE OFFICERS OF

FIFTH THIRD BANK

  

PRESENT PRINCIPAL OCCUPATION

  

CITIZENSHIP

Greg D. Carmichael    President & Chief Executive Officer, Fifth Third Bancorp    United States
Lars C. Anderson    Executive Vice President and Chief Operating Officer, Fifth Third Bancorp    United States
Frank R. Forrest    Executive Vice President & Chief Risk Officer, Fifth Third Bancorp    United States
Mark D. Hazel    Senior Vice President & Controller, Fifth Third Bancorp    United States
James C. Leonard    Executive Vice President & Treasurer, Fifth Third Bancorp    United States
Philip R. McHugh    Executive Vice President, Fifth Third Bancorp    United States
Jude E. Schramm    Executive Vice President & Chief Information Officer    United States
Robert P. Shaffer    Executive Vice President & Chief Human Resources Officer    United States
Timothy Spence    Executive Vice President & Chief Strategy Officer, Fifth Third Bancorp    United States
Teresa J. Tanner    Executive Vice President & Chief Administrative Officer, Fifth Third Bancorp    United States
Tayfun Tuzun    Executive Vice President & Chief Financial Officer, Fifth Third Bancorp    United States
Susan B. Zaunbrecher    Executive Vice President, Chief Legal Officer & Corporate Secretary    United States

 

A-5


DIRECTORS OF THE

RETIREMENT CORPORATION OF

AMERICA

  

PRESENT PRINCIPAL OCCUPATION OR

EMPLOYMENT AND PRINCIPAL BUSINESS AND

BUSINESS ADDRESS

  

CITIZENSHIP

Michael Butera   

Head of Retail Banking, EVP

38 Fountain Sq. Plaza., Cincinnati OH 45263

   United States
Michael Collins   

President, Retirement Corp of America, VP

10300 Alliance Rd Ste 100, Cincinnati OH 45242

   United States
Gerald Brady Coogan   

Line of Business CFO, Sr. VP

38 Fountain Sq. Plaza., Cincinnati OH 45263

   United States
Howard Hammond   

Managing Director, FTS, Sr. VP

38 Fountain Sq. Plaza., Cincinnati OH 45263

   United States
Brian D. Lamb   

Head of Wealth and Asset Management, EVP

38 Fountain Sq. Plaza., Cincinnati OH 45263

   United States
Jonathan Reynolds   

Managing Director, IMG and CIO, Sr. VP

38 Fountain Sq. Plaza., Cincinnati OH 45263

   United States
Susan Vogel-Vanderson   

Chief Fiduciary Officer and Dir, Bus Control, Sr. VP

111 Lyon St., N. W. Grand Rapids, MI 49503

   United States

EXECUTIVE OFFICERS OF THE
RETIREMENT CORPORATION OF
AMERICA

  

PRESENT PRINCIPAL OCCUPATION OR

EMPLOYMENT AND PRINCIPAL BUSINESS AND

BUSINESS ADDRESS

  

CITIZENSHIP

Michael Collins   

President, Retirement Corp of America, VP

10300 Alliance Rd Ste 100, Cincinnati OH 45242

   United States
Gerald Brady Coogan   

Line of Business CFO, Sr. VP and Treasurer

38 Fountain Sq. Plaza., Cincinnati OH 45263

   United States
Diane Hulls   

Compliance Director, VP

401 S. 4th St., Louisville, KY 40202

   United States
Gary Klein   

Assistant General Counsel, VP and Secretary

38 Fountain Sq. Plaza., Cincinnati OH 45263

   United States
Michael Speaker   

Deputy General Counsel, Sr. VP and Asst. Secretary

38 Fountain Sq. Plaza., Cincinnati OH 45263

   United States

 

A-6


Exhibit S

Transactions in Class A Common Stock

 

Name    Transaction Date   Settlement Date   Sale/Deposit   No. of Shares   Unit Price   Trade Amount

  Fifth Third Bank

   May 8, 2018   May 10, 2018   Sale*   90       $      83.601         $          7,524.09

  Fifth Third Bank

   June 8, 2018   N/A   Deposit**   100       N/A   N/A

  Fifth Third Bank

   June 8, 2018   N/A   Deposit**   100       N/A   N/A

  Fifth Third Bank

   June 15, 2018   June 19, 2018   Sale*   521       $        84.90         $        44,232.90

*   Sale of Customer Account Shares on behalf of a customer

** Deposit of Customer Account Shares by customer.

 

S-1