0001104659-12-062913.txt : 20120911 0001104659-12-062913.hdr.sgml : 20120911 20120911210127 ACCESSION NUMBER: 0001104659-12-062913 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120907 FILED AS OF DATE: 20120911 DATE AS OF CHANGE: 20120911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ebner John A CENTRAL INDEX KEY: 0001320689 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32380 FILM NUMBER: 121086613 MAIL ADDRESS: STREET 1: 801 WEST BAY STREET CITY: JACKSONVILLE STATE: FL ZIP: 32204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERLINE BRANDS, INC./DE CENTRAL INDEX KEY: 0001292900 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 030542659 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 701 SAN MARCO BOULEVARD CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 904-421-1400 MAIL ADDRESS: STREET 1: 701 SAN MARCO BOULEVARD CITY: JACKSONVILLE STATE: FL ZIP: 32207 4 1 a4.xml 4 X0306 4 2012-09-07 1 0001292900 INTERLINE BRANDS, INC./DE IBI 0001320689 Ebner John A C/O INTERLINE BRANDS, INC. 701 SAN MARCO BOULEVARD JACKSONVILLE FL 32207 0 1 0 0 Chief Financial Officer Common Stock, par value $0.01 per share 2012-09-07 4 D 0 18103 25.50 D 0 D Option (right) to buy Common Stock 17.92 2012-09-07 4 D 0 24648 7.58 D 2017-02-24 Common Stock 24648 0 D Option (right) to buy Common Stock 21.58 2012-09-07 4 D 0 28762 3.92 D 2018-03-02 Common Stock 28762 0 D Option (right) to buy Common Stock 20.56 2012-09-07 4 D 0 22644 4.94 D 2019-02-28 Common Stock 22644 0 D Restricted Share Units 0.00 2012-09-07 4 D 0 46488 25.50 D Common Stock 46488 0 D 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. 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. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 24, 2010. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2011. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 29, 2012. 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 2012-09-11