Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment 3)*
Northwest Bancshares, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
667340103
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☒
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5 Pages
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CUSIP NO. 667340103
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Page 2 of 5 Pages
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1
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Names of Reporting Persons
Northwest Bank 2015 Amended and Restated 401(k) Plan Trust
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Pennsylvania
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5
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Sole Voting Power
19
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6
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Shared Voting Power
5,353,023
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
5,353,042
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,353,042
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class Represented by Amount in Row 9
5.01% of 106,859,088 shares of Common Stock outstanding as of December 31, 2019.
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12
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Type of Reporting Person (See Instructions)
EP
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CUSIP NO. 667340103
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Page 3 of 5 Pages
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Item 1.
| (a) | Name of Issuer |
Northwest Bancshares, Inc.
| (b) | Address of Issuer's Principal Executive Offices |
100 Liberty Street
Warren, Pennsylvania 16365
Item 2.
| (a) |
Name of Person Filing
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Northwest Bank 2015 Amended and Restated 401(k) Plan Trust
Trustee: Trust Department of Northwest Bank
| (b) |
Address of Principal Business Office
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100 Liberty Street
Warren, Pennsylvania 16365
| (c) | Citizenship or Place of Organization |
See Page 2, Item 4.
| (d) | Title of Class of Securities |
Common Stock, par value $.01 per share
| (e) | CUSIP Number |
See Page 1.
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b, or (c), check whether the person filing is a:
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(f) ☒ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: See Page 2, Item 9.
| (b) |
Percent of class: See Page 2, Item 11.
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CUSIP NO. 667340103
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Page 4 of 5 Pages
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| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or to direct the vote: See Page 2, Item 5.
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| (ii) |
Shared power to vote or to direct the vote: Page 2, item 6.
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| (iii) |
Sole power to dispose or to direct the disposition of: See Page 2, Item 7.
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| (iv) |
Shared power to dispose or to direct the disposition of: See Page 2, Item 8.
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Item 5. Ownership of Five Percent or Less of a Class
Not applicable
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
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Not applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable
| Item 8. |
Identification and Classification of Members of the Group
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The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974.
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP NO. 667340103
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Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 12, 2020
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NORTHWEST BANK
2015 AMENDED AND RESTATED
401(K) PLAN TRUST
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By:
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Trust Department of Northwest Bank, as Trustee
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/s/ Terry Thierman
Name: Terry Thierman
Title: Senior Vice President and Group Trust Controller
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