Form of Depositary Receipt (included as Exhibit A to Exhibit 4.3)
Exhibit 4.4
UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.
| Certificate Number | Number of Depositary Shares | |
| 1 | 10,000,000 | |
CUSIP ###-###-####
FIFTH THIRD BANCORP
RECEIPT FOR DEPOSITARY SHARES
EACH REPRESENTING 1/1000TH OF A SHARE OF
4.95% NON-CUMULATIVE
PERPETUAL PREFERRED STOCK, SERIES K
(LIQUIDATION PREFERENCE $25,000 PER SHARE)
American Stock Transfer & Trust Company, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of Depositary Shares (“Depositary Shares”), each Depositary Share representing 1/1000th of an ownership interest in a share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K, liquidation preference of $25,000 per share (the “Stock”), of Fifth Third Bancorp, an Ohio corporation (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated September 17, 2019 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of Receipts for Depositary Shares (“Depositary Share Receipts”). By accepting this Depositary Share Receipts, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Share Receipts shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer and, if a Registrar in respect of the Depositary Share Receipts (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of such Registrar.
Dated: September 17, 2019
| American Stock Transfer & Trust Company, LLC, as Depositary and Registrar | ||
| By: | ||
| Authorized Signatory | ||
[REVERSE OF RECEIPT]
The following abbreviations when used in the inscription on the face of this Receipt shall be construed as though they were written out in full according to applicable laws or regulations.
| TEN COM | – | as tenants in common | ||||||
| TEN ENT | – | as tenants by the entireties | ||||||
| JT TEN | – | as joint tenants with rights of survivorship and not as tenants in common | ||||||
| UNIF GIFT MIN ACT | – |
| Custodian |
| ||||
| (Cust) | (Minor) | |||||||
| under Uniform Gift to Minors Act | ||||||||
|
| ||||||||
| (State) | ||||||||
Additional abbreviations may also be used though not in the above list.
| ASSIGNMENT
For Value Received, the undersigned hereby sells, assigns and transfers unto |
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE OF ASSIGNEE)
Depositary Shares represented by the within Receipt, and do hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises.
Dated:
NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS RECEIPT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
