X0306 4 2012-09-07 1 0001292900 INTERLINE BRANDS, INC./DE IBI 0001478421 Melville Randolph W C/O FRITO LAY, 7701 LEGACY DRIVE MD 2A-230 PLANO TX 75024 1 0 0 0 Common Stock, par value $0.01 per share 2012-09-07 4 D 0 3333 25.50 D 0 D Option (right) to buy Common Stock 20.95 2012-09-07 4 D 0 4342 4.55 D 2020-05-06 Common Stock 4342 0 D Option (right) to buy Common Stock 19.80 2012-09-07 4 D 0 4624 5.70 D 2021-05-10 Common Stock 4624 0 D Option (right) to buy Common Stock 18.49 2012-09-07 4 D 0 4904 7.01 D 2022-05-10 Common Stock 4904 0 D Deferred Unit of Stock 0.00 2012-09-07 4 D 0 9901 25.50 D Common Stock 9901 0 D Restricted Share Unit 0.00 2012-09-07 4 D 0 1667 25.50 D Common Stock 1667 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 became exercisable on May 6, 2011. The options became exercisable on May 10, 2012. The options are exercisable on May 10, 2013. All deferred units of stock vested in accordance with their terms at the effective time of the Merger. All oustanding 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 occurence 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