SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)

NATIONAL PENN BANCSHARES, INC.

(Name of Issuer)

Common Stock (without par value)

(Title of Class of Securities)

63713810

(CUSIP Number)

ROBERT B. KNAUSS, ESQ.

MANAGING DIRECTOR  AND GENERAL COUNSEL

WARBURG PINCUS LLC

450 LEXINGTON AVENUE

NEW YORK, NY 10017

(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)

Copy to:

MATTHEW M. GUEST, ESQ.

WACHTELL, LIPTON, ROSEN & KATZ

51 WEST 52ND STREET

NEW YORK, NY 10019

(212) 403-1000

March 16, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240. 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1	Name of Reporting Persons Warburg Pincus Private Equity X, L.P. S.S. or I.R.S. Identification Nos. of Above Persons 26-0849130
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person PN

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of common stock, without par value (the “Common Stock”) of National Penn Bancshares, Inc. (“National Penn”) outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

1

	1	Name of Reporting Persons Warburg Pincus X Partners, L.P. S.S. or I.R.S. Identification Nos. of Above Persons 26-0869910
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person PN

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

2

	1	Name of Reporting Persons Warburg Pincus X, L.P. S.S. or I.R.S. Identification Nos. of Above Persons 26-0403670
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person PN

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

3

	1	Name of Reporting Persons Warburg Pincus X GP L.P. S.S. or I.R.S. Identification Nos. of Above Persons 26-0403605
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person PN

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

4

	1	Name of Reporting Persons WPP GP LLC S.S. or I.R.S. Identification Nos. of Above Persons 47-2029791
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person OO

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

5

	1	Name of Reporting Persons Warburg Pincus Partners, L.P. S.S. or I.R.S. Identification Nos. of Above Persons 13-4069737
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person PN

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

6

	1	Name of Reporting Persons Warburg Pincus Partners GP LLC S.S. or I.R.S. Identification Nos. of Above Persons 47-1971658
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person OO

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

7

	1	Name of Reporting Persons Warburg Pincus & Co. S.S. or I.R.S. Identification Nos. of Above Persons 13-6358475
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person PN

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

8

	1	Name of Reporting Persons Warburg Pincus LLC S.S. or I.R.S. Identification Nos. of Above Persons 13-3536050
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person OO

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

9

	1	Name of Reporting Persons Charles R. Kaye S.S. or I.R.S. Identification Nos. of Above Persons
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person IN

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

10

	1	Name of Reporting Persons Joseph P. Landy S.S. or I.R.S. Identification Nos. of Above Persons
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 11,565,072†
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 11,565,072†
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,565,072†
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 8.26%*
	14	Type of Reporting Person IN

†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

*Calculation is based on the 140,055,392 shares of Common Stock of National Penn outstanding as of February 23, 2015 (according to National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

11

This Amendment No. 7 (this “Amendment No. 7”) amends and supplements the Schedule 13D (the “Initial Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 15, 2010, as amended by Amendment No. 1, filed with the SEC on January 11, 2011, Amendment No. 2, filed with the SEC on September 19, 2011, Amendment No. 3, filed with the SEC on January 28, 2014, Amendment No. 4, filed with the SEC on January 30, 2014, Amendment No. 5, filed with the SEC on February 5, 2015, and Amendment No. 6 (“Amendment No. 6”), filed with the SEC on February 9, 2015 (as amended, the “Statement”) and is being filed on behalf of 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”); Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”) and the general partner of WP X; Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP”) and the general partner of WP X LP, WPP GP LLC, a Delaware limited liability company (“WPP GP”) and the general partner of WP X GP, Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”) and the managing member of WPP GP, Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”) and the general partner of WP Partners, Warburg Pincus & Co., a New York general partnership (“WP”) and the managing member of WPP GP LLC, Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages WP X, and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, who may be deemed to control WP X, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC (each of the foregoing, a “Warburg Pincus Reporting Person” and collectively, the “Warburg Pincus Reporting Persons”).  Information in respect of each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person.

All capitalized terms used herein which are not defined herein have the meanings previously given to such terms in the Statement.

Item 4. Purpose of Transaction

Item 4 is hereby amended by adding the following before the last paragraph of Item 4:

On March 16, 2015, WP X entered into an Underwriting Agreement, dated March 16, 2015 among National Penn, WP X and J.P. Morgan Securities LLC, (the “Underwriter”) pursuant to which WP X agreed to sell to the Underwriter, and the Underwriter agreed to purchase from WP X, 11,565,072 shares of Common Stock at a price of $10.56 per share, for aggregate total proceeds to WP X of $122,127,160.  The Underwriter intends to offer the Common Stock to third party investors pursuant to a prospectus supplement (to the prospectus included in the Registration Statement on Form S-3 (File No. 333-181309) filed by National Penn on May 10, 2012) filed on March 16, 2015 pursuant to Rule 424(b)(7) by National Penn (the “Prospectus Supplement”).

Under the Underwriting Agreement, WP X and its affiliates are generally prohibited from, without the prior written consent of the Underwriter, disposing of Common Stock or publicly announcing an intention to effect such a disposition, in each case, for a period of 60 days after March 16, 2015, provided that (a) WP X and its affiliates may dispose of Common Stock in a tender offer by a third party for all of the shares of Common Stock, (b) WP X may dispose of Common Stock in a private transfer of shares of Common Stock as long as the acquirer of such shares agrees to be bound by the restrictions on dispositions applicable to WP X or (c) WP LLC, WP X and their affiliates may sell shares of Common Stock to National Penn.

The transactions contemplated by the Underwriting Agreement are expected to be consummated on March 20, 2015.

Item 5. Interest in Securities of the Issuer

Item 5(c) is hereby amended by replacing it in its entirety with the following:

(c)Other than as described in this Amendment No. 7, the Warburg Pincus Reporting Persons have not effected any transactions in the Common Stock since the filing of Amendment No. 6.

12

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to include the following:

The responses set forth in Item 4 of the Statement are hereby incorporated by reference in their entirety.

13

Signatures

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  March 18, 2015

WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:	Warburg Pincus X, L.P., its general partner
By:	Warburg Pincus X GP L.P., its general partner
By:	WPP GP LLC, its general partner
By:	Warburg Pincus Partners, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member
By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner
WARBURG PINCUS X PARTNERS, L.P.
By:	Warburg Pincus X, L.P., its general partner
By:	Warburg Pincus X GP L.P., its general partner
By:	WPP GP LLC, its general partner
By:	Warburg Pincus Partners, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member
By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner
WARBURG PINCUS X, L.P.
By:	Warburg Pincus X GP L.P., its general partner
By:	WPP GP LLC, its general partner
By:	Warburg Pincus Partners, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member
By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner
WARBURG PINCUS X GP L.P.
By:	WPP GP LLC, its general partner
By:	Warburg Pincus Partners, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member
By:	/s/ Robert B. Knauss

14

	Name: Robert B. Knauss
	Title: Partner
WPP GP LLC
By:	Warburg Pincus Partners, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member
By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner
WARBURG PINCUS PARTNERS, L.P.
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member
By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner
WARBURG PINCUS PARTNERS GP LLC
By:	Warburg Pincus & Co., its managing member
By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner
WARBURG PINCUS & CO.
By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner
WARBURG PINCUS LLC
By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Managing Director
CHARLES R. KAYE
By:	/s/ Robert B. Knauss
	Robert B. Knauss, Attorney-in-Fact*
JOSEPH P. LANDY
By:	/s/ Robert B. Knauss
	Robert B. Knauss, Attorney-in-Fact*

15

*Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the SEC on November 26, 2013, as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is incorporated herein by reference.

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