0000898822-11-000733.txt : 20110824 0000898822-11-000733.hdr.sgml : 20110824 20110824185646 ACCESSION NUMBER: 0000898822-11-000733 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110822 FILED AS OF DATE: 20110824 DATE AS OF CHANGE: 20110824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Martin Michael E. CENTRAL INDEX KEY: 0001428194 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111055043 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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: PHILADELPHIA AND READING AVES STREET 2: PO BOX 547 CITY: BOYERTOWN STATE: PA ZIP: 19512 BUSINESS PHONE: 1-800-822-3321 MAIL ADDRESS: STREET 1: PHILADELPHIA AND READING AVES STREET 2: P. O. BOX 547 CITY: BOYERTOWN STATE: PA ZIP: 19512 4 1 primary_doc.xml PRIMARY DOCUMENT X0304 4 2011-08-22 0 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001428194 Martin Michael E. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock, no par value 2011-08-22 4 P 0 207400 6.28 A 25484398 I See Footnotes Common Stock, no par value 2011-08-23 4 P 0 154544 6.47 A 26638942 I See Footnotes The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions in the open market at prices ranging from $6.20 to $6.37, inclusive. Michael E. Martin undertakes to provide to any securityholders of National Penn Bancshares, Inc. (the "Issuer") or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1). As of August 24, 2011, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, "WP X") is the holder of 25,638,942 shares of common stock, no par value (the "Common Stock") of the Issuer. Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") is the general partner of WP X LP; Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners") is the sole member of WP X LLC; (Continued in Footnote 3) and Warburg Pincus & Co., a New York general partnership ("WP") is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company ("WP LLC") manages WP X, and Messrs. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Co-President of WP LLC and may be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a Partner of WP and a Member and Managing Director of WP LLC, Mr. Michael E. Martin may be deemed to be the beneficial owner of the Common Stock held by WP X. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. Michael E. Martin herein states that this Statement shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock covered by this Statement. Mr. Martin disclaims beneficial ownership of the Common Stock, except to the extent of his pecuniary interest in such shares of Common Stock. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions in the open market at prices ranging from $6.24 to $6.60, inclusive. Michael E. Martin undertakes to provide to any securityholders of the Issuer or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (6). Exhibit List Exhibit 24 - Power of Attorney /s/ Scott A. Arenare, Attorney-in-Fact 2011-08-24 EX-24 2 exhibit24.txt EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Scott A. Arenare, Timothy J. Curt and Steven G. Schneider, acting together or individually, his/her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4 and 5, together with any amendments thereto, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms and the filing thereof with the United States Securities and Exchange Commission and any other person as may be required by law;and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934, as amended. This power of attorney shall continue in full force and effect until revoked in writing by the undersigned or his/her attorney-in-fact. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 20th day of January, 2010. Signature: /s/ Michael Martin Print Name: Michael Martin