Northwest Bancshares (NWBI) Form 4 Northwest Bancshares / WILLIAM W HARVEY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARVEY WILLIAM W

(Last) (First) (Middle)

100 LIBERTY STREET

(Street)

WARREN PA 16365

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northwest Bancshares, Inc. [ NWBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Northwest Bancshares, Inc.	05/25/2016	05/25/2016	X		12,937	A	$11.12	138,802	D
Northwest Bancshares, Inc.	05/25/2016	05/25/2016	S		12,937	D	$14.7712(1)	125,865	D
Northwest Bancshares, Inc.	05/25/2016	05/25/2016	M		12,936	A	$9.79	138,801	D
Northwest Bancshares, Inc.	05/25/2016	05/25/2016	F		8,575(4)	D	$14.77	130,226	D
Northwest Bancshares, Inc.								686	I	IRA
Northwest Bancshares, Inc.								686	I	Wife's IRA
Northwest Bancshares, Inc.								12,194.15(2)	I	401-K
Northwest Bancshares, Inc.								16,431.82(3)	I	ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$11.12	05/25/2016	05/25/2016	X			12,937	01/16/2009	01/16/2018	Common Stock	12,937	$11.12	0	D
Stock Options (Right to Buy)	$9.79	05/25/2016	05/25/2016	M			12,936	11/19/2009	11/19/2018	Northwest Bancshares, Inc. Common Stock	12,936	$9.79	0	D

Explanation of Responses:

1. Average price of 11 lots with a high of $14.80 and a low of $14.75.

2. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

3. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

4. Constructively exchanged 8575 shares in order to exercise 12,936 stock options. The number of shares issued was 4361 .

Remarks:

	William W. Harvey, Jr.	05/27/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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