Statement of Changes in Beneficial Ownership (4)
06 4월 2016 - 12:51AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MARTIN CHRISTIAN F IV
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2. Issuer Name
and
Ticker or Trading Symbol
NATIONAL PENN BANCSHARES INC
[
NPBC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
645 HAMILTON STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2016
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(Street)
ALLENTOWN, PA 18101
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/1/2016
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D
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421242.1057
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D
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(1)
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0
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D
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Common Stock
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4/1/2016
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D
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53226.9475
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D
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(1)
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0
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I
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Spouse
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Common Stock
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4/1/2016
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D
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5182
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D
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(1)
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0
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I
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Daughter
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Common Stock
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4/1/2016
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D
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66892.7187
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D
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(1)
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0
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I
(2)
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Subsidiary
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Phantom Stock (Deferred Stock)
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(3)
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4/1/2016
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D
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40392.7941
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(4)
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(4)
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Common Stock
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40392.7941
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(4)
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0
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D
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Phantom Stock (RSUs)
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(3)
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4/1/2016
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D
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51211
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(5)
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(5)
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Common Stock
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51211
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(5)
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0
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D
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Stock Option (Right to Buy)
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$15.93
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4/1/2016
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D
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3090
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2/1/2008
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(6)
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Common Stock
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3090
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(6)
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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(
3)
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1 for 1
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(
4)
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The phantom stock units were accrued under the National Penn Bancshares, Inc. Directors' Fee Plan. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC deferred stock unit award, whether vested or unvested, that did not settle in connection with the merger and that was outstanding immediately prior to the effective time of the merger fully vested, was assumed by BB&T and was converted into a cash-settled deferred stock unit award on the terms specified in the Merger Agreement.
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(
5)
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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.
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(
6)
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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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MARTIN CHRISTIAN F IV
645 HAMILTON STREET
ALLENTOWN, PA 18101
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X
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Signatures
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/s/ Sean P. Kehoe, by power of attorney
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4/5/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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