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1. Name and Address of Reporting Person
*
SPAHN JAMES A
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2. Issuer Name
and
Ticker or Trading Symbol
INTERLINE BRANDS, INC./DE
[
IBI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President, Distribution
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(Last)
(First)
(Middle)
C/O INTERLINE BRANDS, INC., 701 SAN MARCO BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/7/2012
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(Street)
JACKSONVILLE, FL 32207
(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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Explanation of Responses:
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(
1)
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Disposition pursuant to the merger agreement, dated May 29, 2012, by and among the issuer, Isabelle Holding Company, LLC, formerly Isabelle Holding Company Inc. prior to its conversion to a limited liability company ("Parent") and Isabelle Acquisition Sub Inc. ("Merger Sub") providing for the merger (the "Merger") of Merger Sub with and into the issuer effective as of September 7, 2012, pursuant to which all outstanding shares were cancelled in exchange for a cash payment equal to $25.50 per share.
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(
2)
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All options, unless otherwise agreed upon between Parent and Mr. Spahn and as specified herein, were cancelled and converted into the right to receive an amount in cash equal to, without interest and less applicable withholding taxes, the product of (i) the excess, if any, of $25.50 (the per share merger consideration) over the per share exercise price of the applicable stock option and (ii) the aggregate number of shares of common stock that may be acquired upon exercise of such stock option immediately prior to the effective time of the Merger.
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(
3)
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The options became exercisable on December 16, 2004.
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(
4)
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The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 13, 2006.
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(
5)
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The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 14, 2006.
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(
6)
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The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 1, 2007.
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(
7)
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The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2007.
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(
8)
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The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 26, 2008.
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(
9)
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The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 27, 2008.
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(
10)
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Pursuant to an individual agreement entered into in connection with the Merger, all 19,876 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 1,987.6 membership units of Parent for $78.90 per unit.
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(
11)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
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(
12)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
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(
13)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 24, 2010.
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(
14)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2011.
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(
15)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 29, 2012.
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(
16)
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All outstanding restricted share units subject to time-based vesting conditions became fully vested in accordance with their terms at the effective time of the Merger. All outstanding restricted share units subject to performance-based vesting conditions became fully vested upon the occurrence of the Merger and the number of shares of the issuer's common stock subject to such awards that became vested was equal to the maximum amount of such award. Accordingly, all restricted share units vested at the maximum amount of such award as of immediately prior to the consummation of the Merger. At the effective time of the Merger, each vested restricted share unit was converted into the right to receive an amount in cash equal to $25.50 (the per share merger consideration) per share of the issuer's common stock underlying such restricted share unit, without interest and less applicable withholding taxes.
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