Item 3.02 Unregistered Sales of Equity Securities.

On December 12, 2012, Vantiv, Inc. (the "Company") issued 13,700,000 shares of Class A common stock, par value $0.00001 per share (the "Shares"), to Fifth Third Bank and its subsidiary, FTPS Partners, LLC (together, the "Fifth Third investors"), in transactions that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). The Shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the sale of the Shares did not involve a public offering. The Shares were issued in exchange for 13,700,000 Class B units in the Company's subsidiary Vantiv Holding, LLC ("Vantiv Holding") held by the Fifth Third investors, pursuant to the terms of the Exchange Agreement, dated as of March 21, 2012 (the "Exchange Agreement"), that the Company and Vantiv Holding entered into with the Fifth Third investors at the time of the Company's initial public offering. As a result of such exchange, 13,700,000 Class B units of Vantiv Holding, as well as an equal number of shares of Class B common stock of the Company, were cancelled and 13,700,000 Class A units of Vantiv Holding were issued to the Company. The exchange occurred prior to and in connection with the consummation of an underwritten public offering of the Shares by the Fifth Third investors, including Shares sold pursuant to the full exercise of an option to purchase additional shares by the underwriters.

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