| FORM 4 | 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERLINE BRANDS, INC./DE [ IBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
02/26/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 ( 1 ) | 02/26/2008 | A | 18,187 | A | $19.63 | 94,233 | D | |||
| Common Stock ( 2 ) | 02/26/2008 | F | 5,047 | D | $19.63 | 89,186 | D | |||
| Common Stock ( 3 ) | 02/26/2008 | M | 19,531 | A | $19.63 | 108,717 | D | |||
| Common Stock ( 4 ) | 02/26/2008 | F | 7,119 | D | $19.63 | 101,598 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Option (Right) to buy Common Stock | $19.63 | 02/26/2008 | A | 112,069 | ( 5 ) | 02/26/2015 | Common Stock | 112,069 | $0 | 112,069 | D | ||||
| Restricted Share Units | ( 6 ) | 02/26/2008 | A | 32,813 | ( 7 ) | ( 7 ) | Common Stock | 32,813 | $0 | 32,813 | D | ||||
| Option (Right) to buy Common Stock ( 8 ) | $19.62 | 02/27/2008 | A | 5,047 | ( 5 ) | 02/27/2015 | Common Stock | 5,047 | $0 | 5,047 | D | ||||
| Explanation of Responses: |
| 1. Grant of shares of Common Stock under the Company's 2004 Equity Incentive Plan (the "Plan") based on vesting of previously granted and disclosed Restricted Stock Awards upon meeting of certain performance targets. |
| 2. Shares withheld to satisfy the reporting person's tax liability applicable to the vesting of restricted stock on February 26, 2008 described in footnote 1 above. |
| 3. Grant of shares of Common Stock under the Plan based on vesting of previously granted and disclosed Restricted Share Unit ("RSU") Awards upon meeting of certain performance targets. |
| 4. Shares withheld to satisfy the reporting person's tax liability applicable to the vesting of restricted stock on February 26, 2008 described in footnote 3 above. |
| 5. Options shall vest and become exercisable as to 25% of the Option Shares underlying the Options on each of the first, second, third, and fourth anniversaries of the date of grant, contingent upon the optionee's continued employment with the Company on the applicable date. |
| 6. Each RSU represents a right to receive one share of the Company's Common Stock. |
| 7. One half of the RSUs vest on the date the Company's compensation committee certifies that the Company's pre-established performance targets for the period ended December 31, 2009, were attained (the "Performance Based Vesting Date") and the second half of the RSUs vest on the first anniversary of the Performance Based Vesting Date, contingent upon the executive's continued employment with the Company. |
| 8. Pursuant to a Restricted Stock Award Agreement under the Plan, these options to purchase shares of the Company's Common Stock are being granted in accordance with the terms of the Restricted Stock Award Agreement in order to partially reimburse the executive for the tax withholding described in footnote 2 above. |
| /s/ Thomas J. Tossavainen, Attorney-in-Fact | 02/28/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||