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Filing Details

Accession Number:: 0000035527-16-000243
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-22 20:40:18
Reporting Period:: 2016-11-21

Filing Date:: 2016-11-22
Accepted Time:: 2016-11-22 20:40:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1533932	Vantiv Inc.	VNTV	State Commercial Banks (6022)	OH

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	2016-11-21	5,651,432	$0.00	5,651,432	No	4	M	Indirect	By Fifth Third Bank
Class A Common Stock	Disposition	2016-11-21	4,801,432	$59.02	850,000	No	4	S	Indirect	By Fifth Third Bank
Class A Common Stock	Disposition	2016-11-21	850,000	$59.73	0	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 C Units	Warrant	Disposition	2016-11-21	7,791,956	$0.00	7,791,956	$15.98
Class A Common Stock	Class C Units of Vantiv Holding, LLC	Acquisiton	2016-11-21	7,791,956	$0.00	7,791,956	$0.00
Class A Common Stock	Class C Units of Vantiv Holding, LLC	Disposition	2016-11-21	2,140,524	$0.00	2,140,524	$0.00
Class A Common Stock	Class C Units of Vantiv Holding LLC	Disposition	2016-11-21	5,651,432	$0.00	5,651,432	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	M	Indirect
7,791,956	No	4	M	Indirect
5,651,432	No	4	F	Indirect
0	No	4	M	Indirect

Footnotes

On November 21, 2016, Fifth Third Bank agreed to sell 4,801,432 shares of Class A common stock of Vantiv, Inc. ("Vantiv") as part of a registered secondary public offering and has separately agreed to sell 850,000 shares of Class A common stock back to Vantiv upon completion of the offering. The shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 5,651,432 Class C Units available for exchange following the Warrant exercise transaction described in note 3.
Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp.
On November 21, 2016, Fifth Third Bank submitted a notice to net exercise the remainder of the warrant to purchase Class C units of Vantiv Holding, LLC that was issued to Fifth Third Bank on June 30, 2009 (the "Warrant"). Pursuant to the net exercise, the remaining rights under the Warrant to purchase 7,791,956 Class C units of Vantiv Holding, LLC will be surrendered in exchange for the issuance of 5,651,432 Class C units to Fifth Third Bank. 2,140,524 Class C units valued at $58.17 per underlying share were withheld to pay the exercise price. Following the next exercise, zero Class C units will be available for issuance under the Warrant.
Fifth Third Bank has the right pursuant to and subject to the limitations in the Exchange Agreement among Fifth Third Bank, FTPS Partners, LLC, Vantiv and Vantiv Holding, LLC (the "Exchange Agreement"), to exchange Class C units of Vantiv Holding, LLC, a subsidiary of Vantiv, for shares of Class A common stock of Vantiv on a one-for-one basis or, at Vantiv's option, for cash. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A common stock at any time. On November 21, 2016, Fifth Third Bank submitted a notice to exchange the Class C units of Vantiv Holding, LLC for shares of Class A common stock of Vantiv.