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Filing Details

Accession Number:: 0000035527-13-000090
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-17 16:01:26
Reporting Period:: 2013-05-15

Filing Date:: 2013-05-17
Accepted Time:: 2013-05-17 16:01:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1533932	Vantiv Inc.	VNTV	Services-Business Services, Nec (7389)	264532998

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
35527	Bancorp Third Fifth	38 Fountain Square Plaza Cincinnati OH 45263		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2013-05-15	16,396,310	$0.00	16,396,310	No	4	M	Indirect	By Fifth Third Bank
Class A Common Stock	Disposition	2013-05-15	16,396,310	$22.92	0	No	4	S	Indirect	By Fifth Third Bank
Class B Common Stock	Disposition	2013-05-15	16,396,310	$0.00	53,822,826	No	4	D	Indirect	By Fifth Third Bank

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	By Fifth Third Bank
No	4	S	Indirect	By Fifth Third Bank
No	4	D	Indirect	By Fifth Third Bank

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Units of Vantiv Holding, LLC	Disposition	2013-05-15	16,396,310	$0.00	16,396,310	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
53,822,826			No	4	M	Indirect

Footnotes

The Class B Common Stock provides Fifth Third Bank with up to 18.5% of the aggregate voting power of Vantiv, Inc.'s common stock (other than in connection with a stockholder vote with respect to a change of control, in which event the Class B Common Stock will provide Fifth Third Bank with the full number of votes equal to the number of shares of Class B Common Stock it owns) 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.
On May 15, 2013, Fifth Third Bank completed the sale of 16,396,310 shares of Class A Common Stock of Vantiv, Inc. as part of a registered secondary offering. All of the shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 16,396,310 Class B Units of Vantiv Holding, LLC pursuant to the terms of the exchange right described in note 4. Simultaneously with the exchange, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. held by Fifth Third Bank automatically were cancelled. Immediately following completion of the secondary offering, Fifth Third Bank held 53,822,826 Class B Units of Vantiv Holding, LLC and 53,822,826 shares of Class B Common Stock of Vantiv, Inc.
Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp.
Fifth Third Bank has the right, following the expiration of the 90-day underwriters' lock-up and pursuant to and subject to the limitations in the Exchange Agreement among Fifth Third Bank, FTPS Partners, LLC, Vantiv, Inc. and Vantiv Holding, 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 exchange 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.