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Filing Details

Accession Number:: 0000898822-11-000716
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-08-22 17:29:02
Reporting Period:: 2011-08-18

Filing Date:: 2011-08-22
Accepted Time:: 2011-08-22 17:29:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
700733	National Penn Bancshares Inc	NPBC	National Commercial Banks (6021)	232215075

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1428194	E. Michael Martin	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, No Par Value	Acquisiton	2011-08-18	250,000	$6.32	25,054,789	No	4	P	Indirect	See Footnotes
Common Stock, No Par Value	Acquisiton	2011-08-19	222,209	$6.29	25,276,998	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

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 $6.22 to $6.53, 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 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, "WP X") is the holder of 25,276,998 shares of common stock, no par value ("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 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 $6.13 to $6.48, 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).