Sec Form 4 Filing - PAUL R CHADWICK JR @ NATIONAL PENN BANCSHARES INC - 2016-04-01

Insider filing report for Changes in Beneficial Ownership
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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
PAUL R CHADWICK JR
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)
645 HAMILTON STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2016
(Street)
ALLENTOWN, PA18101
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 04/01/2016 D 59,062.4633 D 0 D
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
Phantom Stock (RSUs) ( 2 ) 04/01/2016 D 51,211 ( 3 ) ( 3 ) Common Stock 51,211 ( 3 ) 0 D
Stock Option (Right to Buy) $ 15.93 04/01/2016 D 3,090 02/01/2008 ( 4 ) Common Stock 3,090 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAUL R CHADWICK JR
645 HAMILTON STREET
ALLENTOWN, PA18101
X
Signatures
/s/ Sean P. Kehoe, by power of attorney 04/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 1, 2016, BB&T Corporation ("BBT") completed the previously announced merger of National Penn Bancshares, Inc. ("NPBC") with and into BBT, pursuant to the Agreement and Plan of Merger, dated August 17, 2015, by and between BBT and NPBC ("Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the merger these shares of NPBC common stock were converted into the right to receive, at the election of each shareholder and subject to the proration and allocation procedures set forth in the Merger Agreement, either (i) $13.00 in cash (the "cash consideration") or (ii) 0.3206 shares of BBT common stock (the "stock consideration"), with cash paid in lieu of fractional shares (the "per share merger consideration"). Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74.
( 2 )1 for 1
( 3 )The phantom stock units were granted under the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC restricted stock unit award that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share merger consideration on the terms specified in the Merger Agreement. Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74.
( 4 )In accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC stock option that was outstanding immediately prior to the effective time of the merger fully vested and was converted automatically into an option to purchase BBT common shares on the terms specified in the Merger Agreement.

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