Sec Form 4 Filing - Warburg Pincus Private Equity X, L.P. @ NATIONAL PENN BANCSHARES INC - 2014-01-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Warburg Pincus Private Equity X, L.P. 2. Issuer Name and Ticker or Trading Symbol NATIONAL PENN BANCSHARES INC [ NPBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WARBURG PINCUS LLC,, 450 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2014 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, no par value 01/30/2014 S 7,000,000 D $ 10.77 18,882,172 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D ( 1 ) ( 2 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus X LLC C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X X WARBURG PINCUS & CO. C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X X WARBURG PINCUS LLC C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X KAYE CHARLES R C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X Landy Joseph P. C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE NEW YORK, NY10017 X Signatures WARBURG PINCUS PRIVATE EQUITY X, L.P. By: Warburg Pincus X, L.P., its General Partner, By: Warburg Pincus X LLC, its General Partner, 01/30/2014 Signature of Reporting Person Date By: Warburg Pincus Partners LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Attorney-in-fact 01/30/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of January 30, 2014, 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 18,882,172 shares of common stock, no par value (the "Common Stock") of National Penn Bancshares, Inc. (the "Issuer"). ( 2 )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; and each of Messrs. Charles R. Kaye and Joseph P. Landy is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer 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"). ( 3 )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. ( 4 )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.

Remarks: Solely for the purposes of Section 16 of the Exchange Act, each of WP X, WP X LP, WP X LLC, WP Partners and WP 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. Exhibit List: Exhibit 99.1 - Joint Filers' Names and Addresses Exhibit 99.2 - Joint Filers' Signatures

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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