SEC Form 4 · accession 0001127602-16-048710

NATIONAL PENN BANCSHARES INC · NPBC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christian F Martin IV

Director

Period of report

Apr 1, 2016

Accepted (ET)

Apr 5, 2016 · 11:49 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	D/I	Nature of ownership
Common Stock^F1	Apr 1, 2016	D	421,242	—	D	D
Common Stock^F1	Apr 1, 2016	D	53,227	—	D	I	Spouse
Common Stock^F1	Apr 1, 2016	D	5,182	—	D	I	Daughter
Common Stock^F1,F2	Apr 1, 2016	D	66,893	—	D	I	Subsidiary

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Phantom Stock (Deferred Stock)^F4,F3	—	Apr 1, 2016	D	40,393	D	—	—	Common Stock	40,393	D
Phantom Stock (RSUs)^F5,F3	—	Apr 1, 2016	D	51,211	D	—	—	Common Stock	51,211	D
Stock Option (Right to Buy)^F6	$15.93	Apr 1, 2016	D	3,090	D	Feb 1, 2008	—	Common Stock	3,090	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"). 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.
F2The 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.
F31 for 1
F4The 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.
F5The 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.
F6In 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.