SEC FORM 4/A

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

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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^*

FAINOR SCOTT V

(Last)

(First)

(Middle)

C/O KEYSTONE NAZARETH BANK & TRUST CO.

90 HIGHLAND AVENUE

(Street)

BETHLEHEM

18017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KNBT BANCORP INC [ KNBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/05/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2008		D		111,883	D	$0⁽¹⁾	0	D
Common Stock	02/01/2008		D		21,530	D	$0⁽¹⁾	0	I	IRA
Common Stock	02/01/2008		D		1,634.1519	D	$0⁽¹⁾	0	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$5.6628	02/01/2008		D			273,719	10/31/2003	01/03/2012	Common Stock	273,719	$0⁽²⁾	0	D
Employee Stock Option (right to buy)	$6.4405	02/01/2008		D			12,950	10/31/2003	01/16/2013	Common Stock	12,950	$0⁽³⁾	0	D
Employee Stock Option (right to buy)	$16.5	02/01/2008		D			250,000	05/06/2005	05/06/2014	Common Stock	250,000	$0⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$15.84	02/01/2008		D			40,000	01/24/2006	01/24/2015	Common Stock	40,000	$0⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$16.56	02/01/2008		D			15,000	01/23/2007	01/23/2016	Common Stock	15,000	$0⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$16.4	02/01/2008		D			10,000	01/26/2008	01/26/2017	Common Stock	10,000	$0⁽⁷⁾	0	D
Performance Share Award	⁽⁸⁾	02/01/2008		D			40,000	⁽⁸⁾	01/23/2011	Common Stock	40,000	⁽⁸⁾	0	D

Explanation of Responses:

1. Pursuant to the merger between KNBT Bancorp, Inc. ("Issuer") and National Penn Bancshares ("NPBC") each share of the Issuer's common stock was converted to the right to receive 1.03 shares of NPBC common stock according to the provisions of the merger agreement.

2. Received in the Merger of First Colonial Group, Inc. into the Issuer in exchange for a stock option to acquire shares of First Colonial common stock. February 1, 2008 converted into an option to acquire 281,930 shares of NPBC common stock at $5.4979 per share.

3. Received in the Merger of First Colonial Group, Inc. into the Issuer in exchange for a stock option to acquire shares of First Colonial common stock. February 1, 2008 converted into an option to acquire 13,338 shares of NPBC common stock at $6.253 per share.

4. The option which originally would vest over eight years commencing on May 6, 2005 became fully exercisable on February 1, 2008 and was converted into an option to acquire 257,500 shares of NPBC common stock at $16.02 per share.

5. The option which originally would vest over eight years commencing on January 24, 2006 became fully exercisable on February 1, 2008 and was converted into an option to acquire 41,200 share of NPBC common stock at $15.38 per share.

6. The option which originally would vest over five years commencing on January 23, 2007 became fully exercisable on February 1, 2008 and was converted into an option to acquire 15,450 shares of NPBC common stock at $16.08 per share.

7. The option which originally would vest over five years commencing on January 26, 2008 became fully exercisable on February 1, 2008 and was converted into an option to acquire 10,300 shares of NPBC common stock at $15.93 per share

8. Each performance share award represents a contingent right to receive one share of KNBT Common Stock. The award vests on an installment basis over five years from the date of grant conditional upon the Issuer achieving certain performance goals other than stock price. Such award was cancelled in connection with the merger.

Remarks:

	/s/ Scott V. Fainor by Michele A. Linsky/POA	02/28/2008
	** 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).
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