SEC FORM 4

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^*

SMELKO MICHAEL G

(Last)

(First)

(Middle)

100 LIBERTY STREET

(Street)

WARREN

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)
	Exec. V.P., Chief Credit Off.

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Northwest Bancshares, Inc.	04/23/2014	04/23/2014	X		2,790	A	$11.33	45,427	D
Northwest Bancshares, Inc.	04/23/2014	04/23/2014	X		1,687	A	$10.19	47,114	D
Northwest Bancshares, Inc.	04/23/2014	04/23/2014	S		3,400	D	$14.5601	43,714	D
Northwest Bancshares, Inc.								1,019	I	Wife's IRA
Northwest Bancshares, Inc.								4,964.588⁽¹⁾	I	401-K
Northwest Bancshares, Inc.								6,306.7649⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$11.33	04/23/2014	04/23/2014	X			2,790	12/15/2005	12/15/2014	Common Stock	2,790	$11.33	0	D
Stock Options (Right to Buy)	$10.19	04/23/2014	04/23/2014	X			1,687	01/19/2006	01/19/2015	Common Stock	1,687	$10.19	0	D
Stock Options (Right to Buy)	$9.86							01/18/2007	01/18/2016	Common Stock	2,812		2,812	D
Stock Options (Right to Buy)	$11.51							01/17/2008	01/17/2017	Common Stock	10,125		10,125	D
Stock Options (Right to Buy)	$11.12							01/16/2009	01/16/2018	Common Stock	10,125		10,125	D
Stock Options (Right to Buy)	$9.79							11/19/2009	11/19/2018	Common Stock	10,125		10,125	D
Stock Options (Right to Buy)	$7.48							02/18/2010	02/18/2019	Common Stock	10,125		10,125	D
Stock Options (Right to Buy)	$11.49							01/20/2011	01/20/2020	Common Stock	13,000		13,000	D
Stock Options (Right to Buy)	$12.12							01/19/2012	01/19/2021	Common Stock	13,000		13,000	D
Stock Options (Right to Buy)	$12.32							05/18/2012	05/18/2021	Common Stock	52,000		52,000	D
Stock Options (Right to Buy)	$11.7							05/23/2013	05/23/2022	Common Stock	12,480		12,480	D
Stock Options (Right to Buy)	$12.44							05/15/2014	05/15/2023	Common Stock	12,480		12,480	D

Explanation of Responses:

1. Reflects transactions that are not reportable pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

2. Reflects transactions that are not reportable pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Remarks:

	Michael G. Smelko	04/24/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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