0000898822-11-000718.txt : 20110822 0000898822-11-000718.hdr.sgml : 20110822 20110822182645 ACCESSION NUMBER: 0000898822-11-000718 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110818 FILED AS OF DATE: 20110822 DATE AS OF CHANGE: 20110822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDY JOSEPH CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050815 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050816 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050818 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050817 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050819 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X, L.P. CENTRAL INDEX KEY: 0001414561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050820 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X LLC CENTRAL INDEX KEY: 0001414564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050823 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050822 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS X PARTNERS, L.P. CENTRAL INDEX KEY: 0001451560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 111050821 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-9219 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 primary_doc.xml PRIMARY DOCUMENT X0304 4 2011-08-18 0 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001414565 Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001451560 WARBURG PINCUS X PARTNERS, L.P. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414564 Warburg Pincus X LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001322709 Warburg Pincus Partners LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO 450 LEXINGTON AVENUE NY NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 1 0 1 0 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 1 0 1 0 Common Stock, no par value 2011-08-18 4 P 0 250000 6.32 A 25054789 D Common Stock, no par value 2011-08-19 4 P 0 222209 6.29 A 25276998 D 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 $6.22 to $6.53, inclusive. The Warburg Pincus Reporting Persons (as defined below) undertake 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 22, 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 (together, "WP X") is the holder of 25,276,998 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; 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; (Continued in Footnote 3) and each of Messrs. Charles R. Kaye and Joseph P. Landy is a Managing General Partner of WP and a Managing Member and Co-President of WP LLC who may be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC (Messrs. Charles R. Kaye and Joseph P. Landy, together with WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC, the "Warburg Pincus Reporting Persons"). By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy may be deemed to be the beneficial owner of the shares of Common Stock held by WP X. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this Statement shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock, except to the extent of its or 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 $6.13 to $6.48, inclusive. The Warburg Pincus Reporting Persons undertake to provide to any security holders 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). Solely for purposes of Section 16 of the Exchange Act, WP X may be deemed a director-by-deputization by virtue of its contractual right to designate a representative to serve on the board of directors of the Issuer. Michael E. Martin became a director of the Issuer on February 11, 2011. Mr. Martin is a Partner of WP and a Member and Managing Director of WP LLC. See Signatures of Warburg Pincus Reporting Persons attached as Exhibit 99.1. /s/ Scott A. Arenare 2011-08-22 EX-99.1 2 exhibit991.txt EXHIBIT 99.1 EXHIBIT 99.1 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Form 4 is true, complete and correct. Dated: August 22, 2011 WARBURG PINCUS PRIVATE EQUITY X, L.P. By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X, LLC, its general partner By: Warburg Pincus Partners LLC, its sole member By: Warburg Pincus & Co., its managing member By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Partner WARBURG PINCUS X PARTNERS, L.P. By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X, LLC, its general partner By: Warburg Pincus Partners LLC, its sole member By: Warburg Pincus & Co., its managing member By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Partner WARBURG PINCUS X, L.P. By: Warburg Pincus X, LLC, its general partner By: Warburg Pincus Partners LLC, its sole member By: Warburg Pincus & Co., its managing member By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Partner WARBURG PINCUS X, LLC By: Warburg Pincus Partners, LLC, its sole member By: Warburg Pincus & Co., its managing member By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Partner WARBURG PINCUS PARTNERS LLC By: Warburg Pincus & Co., its managing member By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Partner WARBURG PINCUS & CO. By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Partner WARBURG PINCUS LLC By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Managing Director CHARLES R. KAYE By: /s/ Scott A. Arenare Scott A. Arenare, Attorney-in-fact* JOSEPH P. LANDY By: /s/ Scott A. Arenare Scott A. Arenare, Attorney-in-fact** * Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities and Exchange Commission ("SEC") on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. ** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.