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
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
Isabelle Acquisition Sub Inc.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(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
Officer (give title below) X Other (specify below)
See footnotes 1,2,5,6,7 and 8
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 5,563 I See Footnotes (1) (2) (3) (4) (5) (6) (7) (8) (9)
Common Stock 05/29/2012 P 10,000 (12) A $25.4397 (10) 15,563 I See Footnotes (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (12)
Common Stock 05/29/2012 S 10,000 (12) D $25.35 (11) 5,563 I See Footnotes (1) (2) (3) (4) (5) (6) (7) (8) (9) (11) (12)
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
1. Name and Address of Reporting Person*
Isabelle Acquisition Sub Inc.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Isabelle Holding Co Inc.

(Last) (First) (Middle)
C/O GOLDMAN, SACHS & CO.
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
Explanation of Responses:
1. For text of Footnote 1, see Exhibit 99.1.
2. For text of Footnote 2, see Exhibit 99.1.
3. For text of Footnote 3, see Exhibit 99.1.
4. For text of Footnote 4, see Exhibit 99.1.
5. For text of Footnote 5, see Exhibit 99.1.
6. For text of Footnote 6, see Exhibit 99.1.
7. For text of Footnote 7, see Exhibit 99.1.
8. For text of Footnote 8, see Exhibit 99.1.
9. For text of Footnote 9, see Exhibit 99.1.
10. For text of Footnote 10, see Exhibit 99.1.
11. For text of Footnote 11, see Exhibit 99.1.
12. For text of Footnote 12, see Exhibit 99.1.
Remarks:
Isabelle Acquisition Sub Inc., /s/ Yvette Kosic, Attorney-in-Fact 06/05/2012
Isabelle Holding Company Inc., /s/ Yvette Kosic, Attorney-in-Fact 06/05/2012
** 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.