UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report ~~Pursuant~~

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) ~~September 20~~April 30, ~~2017~~2019

FIFTH THIRD AUTO TRUST ~~2017~~2019-1

(Exact Name of Issuing Entity as Specified in its Charter)

Commission File Number of Issuing Entity: 333-211395-01 02

Central Index Key Number: ~~0001715585~~ 0001772608

FIFTH THIRD HOLDINGS FUNDING, LLC

(Exact Name of Depositor as Specified in its Charter)

Commission File Number of Depositor: 333-211395

Central Index Key Number: 0001405332

FIFTH THIRD BANK

(Exact Name of Sponsor as Specified in its Charter)

Central Index Key Number: 0000035528

Delaware

(State or Other Jurisdiction of Incorporation of Issuing Entity/Registrant)

3683-~~7706841~~6820477 ~~(Issuing Entity’s I.R.S. Employer Identification No.)~~

C⁄O Fifth Third Holdings Funding, LLC 1701 Golf Road, Tower 1, 8th Floor Rolling Meadows, Illinois		60008
(Address of Principal Executive Offices)		(Zip Code)

(Issuing Entity’s I.R.S. Employer Identification No.)

c/o Fifth Third Holdings Funding, LLC

1701 Golf Road, Tower 1, 8^th Floor

Rolling Meadows, Illinois

60008

(Address of Principal Executive Offices)

(Zip Code)

(847) 354-7341

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Emerging growth company

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

~~Item~~Securities ~~1.01.~~registered ~~Entry~~pursuant ~~into~~to aSection ~~Material~~12(b) ~~Definitive~~of ~~Agreement.~~the Act:

InTitle ~~connection with the sale~~ of certain of the Class A-2-A, Class A-2-B, Class A-3 and Class A-4 Asset Backed Notes (together, the “Underwritten Notes”) of Fifth Third Auto Trust 2017-1 (the “Issuer”), which are described in the Prospectus dated September 12, 2017 and which were issued on September 20, 2017 (the “Closing Date”), the Registrant is filing the agreements listed below, each ~~dated~~class asTrading ~~of the Closing Date. Fifth Third Holdings Funding, LLC~~ Symbol(~~“FTHF LLC”~~s) ~~will~~Name ~~initially retain all~~ of ~~the Class A-1 Notes and at least 5% (by initial principal amount) of~~ each ofexchange ~~the Class A-2-A Notes,~~on ~~the~~which ~~Class A-2-B Notes,~~registered ~~the Class~~ N/A-3 ~~Notes and the Class~~ N/A~~-4 Notes~~ ~~(collectively with the Underwritten Notes, the “Notes”).~~ N/A

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events.

(The registrant has filed a prospectus, dated April 30, 2019, setting forth a description of the receivables pool and the structure of $300,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes (the “Class A-1 Notes”) ~~Not~~ ~~applicable~~$447,368,000 aggregate principal amount of the Class A-2-A Asset Backed Notes (the “Class A-2-A Notes”), $52,632,000 aggregate principal amount of the Class A-2-B Asset Backed Notes (the “Class A-2-B Notes”), $430,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and $139,700,000 aggregate principal amount of the Class A-4 Asset Backed Notes (the “Class A-4 Notes”) (collectively, the “Notes”) issued by Fifth Third Auto Trust 2019-1. Fifth Third Holdings Funding, LLC will initially retain at least 5% (by initial principal amount) of each of the Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the Class A-4 Notes.

~~(b) Not~~This ~~applicable~~Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.

~~(c) Not~~Item ~~applicable~~9.01. Financial Statements and Exhibits.

(da) ~~Exhibits.~~ Not applicable.

ExhibitNo.		Document Description
4.1		Indenture, dated as of September 20, 2017, between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”).
10.1		Receivables Sale Agreement, dated as of September 20, 2017, between Fifth Third Bank and Fifth Third Holdings, LLC.
10.2		Purchase Agreement, dated as of September 20, 2017, between Fifth Third Holdings, LLC and the Depositor.
10.3		Sale Agreement, dated as of September 20, 2017, between Fifth Third Holdings Funding, LLC (the “Depositor”) and the Issuer.
10.4		Servicing Agreement, dated as of September 20, 2017, among Fifth Third Bank, the Issuer and the Indenture Trustee.
10.5		Administration Agreement, dated as of September 20, 2017, among Fifth Third Bank, the Indenture Trustee, and the Issuer.
10.6		Amended and Restated Trust Agreement, dated as of September 20, 2017, among the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”), and BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware Trustee”).
10.7		Asset Representations Review Agreement, dated as of September 20, 2017, among the Issuer, the Bank, and Clayton Fixed Income Services LLC, as asset representations reviewer.

(b)	Not applicable.

~~SIGNATURES~~(c) Not applicable.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

September 21, 2017	FIFTH THIRD HOLDINGS FUNDING, LLC
Exhibit No.	Document Description
	By:	/s/ James Leonard
5.1	Opinion of Mayer Brown LLP with respect to legality matters.
	Name:	James Leonard
8.1	Opinion of Mayer Brown LLP with respect to tax matters.
	Title:	President

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 2, 2019

FIFTH THIRD HOLDINGS FUNDING, LLC

/s/ James Leonard

James Leonard

Filing Compare · Fifth Third Holdings Funding, LLC