Sec Form 4 Filing - WAGNER WILLIAM J @ Northwest Bancshares, Inc. - 2016-08-23

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WAGNER WILLIAM J 2. Issuer Name and Ticker or Trading Symbol Northwest Bancshares, Inc. [ NWBI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 100 LIBERTY STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2016 (Street) WARREN, PA16365 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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. 08/23/2016 08/23/2016 M 21,374 A $ 11.51 287,602.56 D Northwest Bancshares, Inc. 08/23/2016 08/23/2016 F 16,101 ( 1 ) D $ 15.28 271,501.56 D Northwest Bancshares, Inc. 170,991.61 I Wife Northwest Bancshares, Inc. 4,762 I IRA Northwest Bancshares, Inc. 5,840 I Wife's IRA Northwest Bancshares, Inc. 3,406.92 I Trust For Son Northwest Bancshares, Inc. 204,629.11 ( 2 ) I 401-K Northwest Bancshares, Inc. 38,424.99 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 11.51 08/23/2016 08/23/2016 M 21,374 01/17/2008 01/17/2017 Common Stock 21,374 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WAGNER WILLIAM J 100 LIBERTY STREET WARREN, PA16365 X President & CEO Signatures William J. Wagner 08/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Constructively exchanged 16,101 shares in order to exercise 21,374 stock options. Stock in the amount of 5,273 was issued. ( 2 )Reflects transactions not required to be reported pursuant to Sectioon 16 of the Securities Exchange Act of 1934, as amended. ( 3 )Reflects transactions not required to be reported pursuant to Sectioon 16 of the Securities Exchange Act of 1934, as amended.

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).

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