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 |
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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) 12/21/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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) | 12/21/2004 | A | 54,563 | A | $0 | 102,635 | D |
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(2) | $15 | 12/21/2004 | A | 371,289 | (3) | 12/16/2014 | Common Stock | 371,289 | $0 | 372,197 | D | ||||
Option (Right) to buy Common Stock(2) | $21.75 | 12/21/2004 | A | 125,673 | (3) | 12/16/2014 | Common Stock | 125,673 | $0 | 497,870 | D | ||||
Option (Right) to buy Common Stock(2) | $26.25 | 12/21/2004 | A | 125,673 | (3) | 12/16/2014 | Common Stock | 125,673 | $0 | 623,543 | D |
Explanation of Responses: |
1. Subject to a Restricted Stock Award Agreement under the Company's 2004 Equity Incentive Plan, these restricted stock awards were granted on December 16, 2004 conditioned upon the Company's initial public offering. The restricted stock awards will vest in one-third installments over three years contingent upon the executive's continued employment and the Company's attainment of performance targets. |
2. Immediately prior to the IPO which closed on December 21, 2004 (the "Closing Date"), the reporting person received options to purchase shares of Common Stock of the Company. The options were granted on December 16, 2004 but were conditioned upon the closing of the IPO. For purposes of Section 16, the acquisition date of the options is the Closing Date. These options are fully vested and exercisable at grant, but the reporting person will generally only be permitted to sell shares acquired upon the exercise of the options in 25% increments over the four-year period following the Closing Date. |
3. Immediately. |
/s/ Laurence W. Howard, Attorney-in-Fact | 12/22/2004 | |
** 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. |