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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LANGIOTTI PATRICIA L (Last) (First) (Middle) PHILADELPHIA & READING AVENUES P. O. BOX 547 (Street) BOYERTOWN PA 19512-0547 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NATIONAL PENN BANCSHARES INC [ NPBC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/24/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2006		J(1)	V	613.1899	A	$0	20,692.3799	D
Common Stock	01/24/2007		A		1,100(2)	A	$0	21,792.3799	D
Common Stock	01/24/2007		J(3)	V	546.2336	A	$0	22,338.6135	D
Common Stock	01/24/2007		D	V	280	D	$0	22,058.6135	D
Common Stock	09/30/2006		J(1)	V	51	A	$0	1,779	I	Spouse
Common Stock	11/17/2006		J(4)	V	14.4	A	$0	1,793.4	I	Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(5)	01/24/2007		J(6)	V	297.3462		(7)	(7)	Common Stock	297.3462	$0	4,911.587	D

Explanation of Responses:

1. Shares acquired pursuant to the Company's payment of a 3% stock dividend declared August 23, 2006 and paid September 30, 2006.

2. Performance-restricted restricted stock or restricted stock units (RSU's) issued under the Long-Term Incentive Compensation Plan. To the extent performance goals and time restrictions are met, the restricted stock or the RSU's will vest. In the case of RSU's, shares of National Penn common stock will be issued upon the reporting person's termination of service as a director. To the extent the performance goals and time restrictions are not met, the award will lapse.

3. Shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan. 112.5526 shares acquired on February 17, 2006, 128.0367 shares acquired on May 17, 2006, 135.8843 shares acquired on Aug. 17, 2006 and 169.76 shares acquired on November 17, 2006.

4. Shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan on November 17, 2006.

5. 1 for 1

6. Includes 155.4325 phantom stock units acquired upon reinvestment of dividend accrued on phantom stock units under the Directors' Fee Plan: 36.5963 on 2/17/06; 39.7713 on 5/17/06, 39.8471 on 8/17/06, and 39.2178 on 11/17/06. Because the Company has a dividend reinvestment plan available to substantially all of its shareholders on terms similar to the dividend reinvestment feature of the Directors' Fee plan, the acquisition of phantom stock units with reinvested dividends is exempt from line item reporting under SEC Rule 16a-11. Also includes 141.9137 shares acquired pursuant to the Company's payment of a 3% stock dividend declared on August 23, 2006 and paid on September 30, 2006.

7. The phantom stock units were accrued under the National Penn Bancshares, Inc. Directors' Fee Plan and are to be settled in National Penn Bancshares, Inc. common stock upon the reporting person's retirement as a director or reaching the age of 65, as elected by such person.

	Teresa D. Steuer/Sandra L. Spayd, POA	01/26/2007
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.