0000898822-11-000776.txt : 20110907 0000898822-11-000776.hdr.sgml : 20110907 20110907172940 ACCESSION NUMBER: 0000898822-11-000776 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110902 FILED AS OF DATE: 20110907 DATE AS OF CHANGE: 20110907 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: 111079047 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 2011-09-02 0 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001428194 Martin Michael E. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock, no par value 2011-09-02 4 P 0 88346 6.57 A 25763572 I See Footnotes Common Stock, no par value 2011-09-06 4 P 0 118400 6.52 A 25881972 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 $6.49 to $6.60, 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 September 6, 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 25,881,972 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 $6.34 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). Michael E. Martin 2011-09-07