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* DOBLADO LUCRETIA D (Last) (First) (Middle) C/O INTERLINE BRANDS, INC. 701 SAN MARCO BOULEVARD (Street) JACKSONVILLE FL 32207 (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Information Officer
	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)		27,469	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	$20.79	09/07/2012		D(2)			12,052	(3)	03/01/2014	Common Stock	12,052	$4.71	0	D
Option (right) to buy Common Stock	$19.63	09/07/2012		D(2)			17,241	(4)	02/26/2015	Common Stock	17,241	$5.87	0	D
Option (right) to buy Common Stock	$7.89	09/07/2012		D(5)			27,778	(6)	02/25/2016	Common Stock	27,778	$17.61	0	D
Option (right) to buy Common Stock	$17.92	09/07/2012		D(7)			12,324	(8)	02/24/2017	Common Stock	12,324	$7.58	0	D
Option (right) to buy Common Stock	$21.58	09/07/2012		D(2)			21,941	(9)	03/02/2018	Common Stock	21,941	$3.92	0	D
Option (right) to buy Common Stock	$20.56	09/07/2012		D(2)			17,274	(10)	02/28/2019	Common Stock	17,274	$4.94	0	D
Restricted Share Units	$0.00	09/07/2012		D(1)			29,638	(11)	(11)	Common Stock	29,638	$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, unless otherwise agreed upon between Parent and Ms. Doblado 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.

3. The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 1, 2007.

4. The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 26, 2008.

5. Pursuant to an individual agreement entered into in connection with the Merger, all 27,778 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 2,777.8 membership units of Parent for $78.90 per unit.

6. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.

7. Pursuant to an individual agreement entered into in connection with the Merger, all 12,324 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 1,232.4 membership units of Parent for $179.20 per unit.

8. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 24, 2010.

9. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2011.

10. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 29, 2012.

11. 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.

	/s/ Michael Agliata, Attorney-in-Fact	09/11/2012
	** Signature of Reporting Person	Date
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