Securities to be registered pursuant to Section 12(b) of the Act:

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  þ

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  o

     Securities Act registration statement file number to which this form relates: 333-161805

     Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

 

 

Item 1. Description of Registrant’s Securities to be Registered.

     For a description of the Registrant’s securities, reference is made to “Description of Capital Stock of Northwest Bancshares, Inc. Following the Conversion,” “Our Policy Regarding Dividends” and “Market for the Common Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-161805), which is hereby incorporated by reference. For a description of the provisions of the Registrant’s Certificate of Incorporation and Bylaws that may render a change in control of the Registrant more difficult, reference is made to “Restrictions on Acquisition of Northwest Bancshares, Inc.” in the Registrant’s Prospectus.

Item 2. Exhibits .

1.		Registration Statement on Form S-1 (Registration Number 333-161805) dated September 9, 2009, as amended October 26, 2009 and November 4, 2009, is hereby incorporated by reference.
2.		Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 as filed on September 9, 2009, as amended November 4, 2009).
3.		Bylaws (incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S-1 as filed on September 9, 2009, as amended November 4, 2009).
4.		Specimen Stock Certificate (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-1 as filed on September 9, 2009).

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.