SEC Form 4
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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
ARGOV GIDEON

(Last) (First) (Middle)
C/O ENTEGRIS, INC.
129 CONCORD RD., BLDG. 2

(Street)
BILLERICA MA 01821

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERLINE BRANDS, INC./DE [ IBI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/07/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $0.01 per share 09/07/2012 D(1) 6,000 D $25.5(1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 $19.43 09/07/2012 D(2) 10,000 (3) 05/26/2015 Common Stock 10,000 $6.07 0 D
Option (right) to buy Common Stock $23.12 09/07/2012 D(2) 7,500 (4) 05/10/2017 Common Stock 7,500 $2.38 0 D
Option (right) to buy Common Stock $16.5 09/07/2012 D(2) 7,500 (5) 05/08/2018 Common Stock 7,500 $9 0 D
Option (right) to buy Common Stock $14.77 09/07/2012 D(2) 7,500 (6) 05/07/2019 Common Stock 7,500 $10.73 0 D
Option (right) to buy Common Stock $20.95 09/07/2012 D(2) 4,342 (7) 05/06/2020 Common Stock 4,342 $4.55 0 D
Option (right) to buy Common Stock $19.8 09/07/2012 D(2) 4,624 (8) 05/10/2021 Common Stock 4,624 $5.7 0 D
Option (right) to buy Common Stock $18.49 09/07/2012 D(2) 4,904 (9) 05/10/2022 Common Stock 4,624 $7.01 0 D
Deferred Unit of Stock $0.00 09/07/2012 D(1) 27,432 (10) (10) Common Stock 27,432 $25.5 0 D
Explanation of Responses:
1. 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.
2. All options 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.
3. The options became exercisable on May 26, 2005.
4. The options became exercisable on May 10, 2008.
5. The options became exercisable on May 8, 2009.
6. The options became exercisable on May 7, 2010.
7. The options became exercisable on May 6, 2011.
8. The options became exercisable on May 10, 2012.
9. The options are exercisable on May 10, 2013.
10. All deferred units of stock vested in accordance with their terms at the effective time of the Merger.
/s/ Michael Agliata, Attorney-in-Fact 09/11/2012
** 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.