Sec Form 4 Filing - Martin Michael E. @ NATIONAL PENN BANCSHARES INC - 2015-03-20

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Martin Michael E. 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WARBURG PINCUS LLC, 450 LEXINGTON AVE. 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2015 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/20/2015 S 11,565,072 D $ 10.56 0 ( 1 ) ( 2 ) ( 3 ) I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )

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 Martin Michael E. C/O WARBURG PINCUS LLC 450 LEXINGTON AVE. NEW YORK, NY10017 X Signatures /s/ Michael E. Martin 03/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to the transaction reported herein, 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"), was the holder of 11,565,072 shares of common stock, no par value (the "Common Stock") of National Penn Bancshares, Inc. (the "Issuer"). On March 20, 2015, WP X sold 11,565,072 shares of Common Stock of the Issuer in the aggregate to J.P. Morgan Securities LLC for $10.56 a share, pursuant to an Underwriting Agreement, dated as of March 16, 2015, among WP X, the Issuer, and J.P. Morgan Securities LLC. After giving effect to the transaction, WP X is no longer a holder of shares of the Common Stock of 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 GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP; WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP; Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP; Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC"), is the general partner of WP Partners; Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP LLC; 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 GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC. ( 3 )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, Michael E. Martin may have been deemed to be the beneficial owner of the Common Stock of the Issuer held by WP X. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, 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 of the Issuer covered by this Statement. Mr. Martin disclaims beneficial ownership of the Common Stock of the Issuer, except to the extent of his pecuniary interest in such shares of Common Stock of the Issuer.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.