Sawyer Drew T 4

4 · INTERLINE BRANDS, INC./DE · Filed Sep 11, 2012

Form 4

Period: 2012-09-07

Director

Transactions

Disposition to Issuer
Common Stock, par value $0.01 per share
2012-09-07$25.50/sh−16,000$408,000→ 0 total
Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$2.38/sh−7,500$17,850→ 0 total
Exercise: $23.12Exp: 2017-05-10→ Common Stock (7,500 underlying)
Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$9.00/sh−7,500$67,500→ 0 total
Exercise: $16.50Exp: 2018-05-08→ Common Stock (7,500 underlying)
Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$4.55/sh−4,342$19,756→ 0 total
Exercise: $20.95Exp: 2020-05-06→ Common Stock (4,342 underlying)
Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$7.01/sh−4,904$34,377→ 0 total
Exercise: $18.49Exp: 2022-05-10→ Common Stock (4,904 underlying)
Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$10.73/sh−7,500$80,475→ 0 total
Exercise: $14.77Exp: 2019-05-07→ Common Stock (7,500 underlying)
Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$5.70/sh−4,624$26,357→ 0 total
Exercise: $19.80Exp: 2021-05-10→ Common Stock (4,624 underlying)
Disposition to Issuer
Deferred Unit of Stock
2012-09-07$25.50/sh−17,401$443,726→ 0 total
Exercise: $0.00→ Common Stock (17,401 underlying)

Footnotes (9)

[F1]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.
[F2]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.
[F3]The options became exercisable on May 10, 2008.
[F4]The options became exercisable on May 8, 2009.
[F5]The options became exercisable on May 7, 2010.
[F6]The options became exercisable on May 6, 2011.
[F7]The options became exercisable on May 10, 2012.
[F8]The options are exercisable on May 10, 2013.
[F9]All deferred units of stock vested in accordance with their terms at the effective time of the Merger.

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