8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 6, 2015

WesBanco, Inc.

 (Exact name of registrant as specified in its charter)

West Virginia	000-08467	55-0571723
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1 Bank Plaza, Wheeling, WV	26003
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code       (304) 234-9000

Former name or former address, if changed since last report  Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On May 6, 2015, WesBanco, Inc. (the “Company”) repurchased from the United States Department of the Treasury (the “Treasury”) the warrant to purchase 101,320.6 shares of the Company’s common stock (the “Warrant”).  This warrant was acquired through the Company’s acquisition of Fidelity Bancorp, Inc. (“Fidelity”) in 2012 and was originally issued by Fidelity pursuant to the Treasury’s Capital Purchase Program established as part of the Troubled Asset Relief Program.  The purchase price paid by the Company to the Treasury for the Warrant was $2,246,531.

Item 9.01 Financial Statements and Exhibits

d)   Exhibits:

10.1 – Public Warrant repurchase letter, dated May 6, 2015, by and between the U.S. Treasury and WesBanco, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WesBanco, Inc.
	(Registrant)
Date:  May 6, 2015	/s/ Robert H. Young
	Robert H. Young
	Executive Vice President and
	Chief Financial Officer

EX-10.1

EXHIBIT 10.1

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

May 6, 2015

Ladies and Gentlemen:

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement.  Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor.  In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a)           The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY

By: /s/ Trevor Montano                                                  

Name: Trevor Montano

Title: Chief Investment Officer

WESBANCO, INC.

By:  /s/ Todd F. Clossin                                                   

Name:  Todd F. Clossin

Title:    President & CEO

SCHEDULE A

Company Information:

Name of the Company:                                                                                WesBanco, Inc.

Corporate or other organizational form of the Company:                       Corporation

Jurisdiction of organization of the Company:                                          West Virginia

Information related to the Preferred Share Repurchase:

Date of Repurchase Letter Agreement for the repurchase of 7,000 of the Preferred Shares:                    November 28, 2012

Terms of the Warrant Repurchase:

Date of Warrant Repurchase Notice:                                                       April 22, 2015

Aggregate purchase price for the Warrant: $2,246,531

(Two Million Two Hundred Forty Six Thousand Five Hundred Thirty One Dollars)