0001127602-16-048687.txt : 20160405 0001127602-16-048687.hdr.sgml : 20160405 20160405105250 ACCESSION NUMBER: 0001127602-16-048687 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160401 FILED AS OF DATE: 20160405 DATE AS OF CHANGE: 20160405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PENN BANCSHARES INC CENTRAL INDEX KEY: 0000700733 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232215075 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 645 HAMILTON STREET, #1100 CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 1-800-822-3321 MAIL ADDRESS: STREET 1: 645 HAMILTON STREET, #1100 CITY: ALLENTOWN STATE: PA ZIP: 18101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bodnyk Sandra CENTRAL INDEX KEY: 0001289815 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 161553327 MAIL ADDRESS: STREET 1: NATIONAL PENN BANCSHARES, INC STREET 2: 645 HAMILTON STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2016-04-01 1 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001289815 Bodnyk Sandra 645 HAMILTON STREET ALLENTOWN PA 18101 1 SEVP - Chief Risk Officer Common Stock 2016-04-01 4 D 0 227746 D 0 D Common Stock 2016-04-01 4 D 0 18134 D 0 I 401(k) Employee Stock Option (Right to Buy) 15.92 2016-04-01 4 D 0 5150 D 2008-02-01 Common Stock 5150 0 D Employee Stock Option (Right to Buy) 6.88 2016-04-01 4 D 0 8750 D 2009-02-23 Common Stock 8750 0 D On April 1, 2016, BB&T Corporation ("BBT") completed the previously announced merger of National Penn Bancshares, Inc. ("NPBC") with and into BBT, pursuant to the Agreement and Plan of Merger, dated August 17, 2015, by and between BBT and NPBC ("Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the merger these shares of NPBC common stock were converted into the right to receive, at the election of each shareholder and subject to the proration and allocation procedures set forth in the Merger Agreement, either (i) $13.00 in cash (the "cash consideration") or (ii) 0.3206 shares of BBT common stock (the "stock consideration"), with cash paid in lieu of fractional shares (the "per share merger consideration"). In addition, in accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC restricted stock award that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share merger consideration on the terms specified in the Merger Agreement. Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC stock option that was outstanding immediately prior to the effective time of the merger fully vested and was converted automatically into an option to purchase BBT common shares on the terms specified in the Merger Agreement. /s/ Sean P. Kehoe, by power of attorney 2016-04-05