SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rutherford John C

(Last)

(First)

(Middle)

C/O PARTHENON CAPITAL, LLC

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2004

3. Issuer Name and Ticker or Trading Symbol
INTERLINE BRANDS, INC./DE [ IBI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	4,048,637⁽²⁾	I	See Footnote⁽³⁾
Common Stock⁽¹⁾	174,011⁽²⁾	I	See Footnote⁽⁴⁾
Common Stock⁽¹⁾	24,109⁽²⁾	I	See Footnote⁽⁵⁾
Common Stock⁽¹⁾	763,964⁽²⁾	I	See Footnote⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Currently, the reporting person beneficially owns shares of common stock and preferred stock of Interline Brands, Inc., a New Jersey corporation ("Interline Opco"). In connection with the merger of Interline Opco with and into a wholly-owned subsidiary of Interline Brands, Inc., a Delaware corporation (the "Company"), each outstanding share of common stock of Interline Opco will be exchanged for 0.01218 shares of common stock of the Company; each outstanding share of preferred stock of Interline Opco issued on May 16, 2000 will be exchanged for 0.83097 shares of common stock of the Company; and each outstanding share of preferred stock of Interline Opco issued on September 29, 2000 will be exchanged for 0.78944 shares of common stock of the Company. In accordance with Rule 16b-7 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), the exchange will be exempt under Section 16(b) of the Exchange Act.

2. The reporting person has beneficial ownership of shares held by (i) Parthenon Investors, L.P. ("Parthenon"), as managing member of Parthenon Investment Partners, LLC, which is the managing member of Parthenon Investment Advisors, LLC, which is the general partner of Parthenon; (ii) PCIP Investors, a general partnership ("PCIP"), of which he is a general partner; (iii) J&R Founders Fund, L.P., a limited partnership ("J&R"), as a controlling person of J&R Advisors F.F., Inc., which is the general partner of J&R; and (iv) Parthenon Investors II, L.P. ("Parthenon II"), as managing member of PCap II, LLC, which is the managing member of PCap Partners II, LLC, which is the general partner of Parthenon II.

3. Held by Parthenon.

4. Held by PCIP.

5. Held by J&R.

6. Held by Parthenon II.

	/s/ Laurence W. Howard, Attorney-in-Fact	12/15/2004
	** 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 5 (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.