SEC Form 4 · accession 0001127602-16-048696
NATIONAL PENN BANCSHARES INC · NPBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Hughes
Officer — SEVP - Chief Financial Officer
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 11:10 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000700733
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2016 | D | 429,771 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $5.60 | Apr 1, 2016 | D | 40,000 | D | — | — | Common Stock | 40,000 | 0 | D |
Explanation of responses
- F1On 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"). In addition, in accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC restricted stock 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.
- F2In 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.