4//SEC Filing
SWEDER KENNETH D 4
Accession 0001104659-12-062906
CIK 0001292900other
Filed
Sep 10, 8:00 PM ET
Accepted
Sep 11, 8:59 PM ET
Size
25.8 KB
Accession
0001104659-12-062906
Insider Transaction Report
Form 4
SWEDER KENNETH D
EVP & Chief Operating Officer
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2012-09-07$25.50/sh−53,304$1,359,252→ 0 total - Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$5.87/sh−22,414$131,570→ 0 totalExercise: $19.63Exp: 2015-02-26→ Common Stock (22,414 underlying) - Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$3.92/sh−35,105$137,612→ 0 totalExercise: $21.58Exp: 2018-03-02→ Common Stock (35,105 underlying) - Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$3.06/sh−28,377$86,834→ 0 totalExercise: $22.44Exp: 2018-02-16→ Common Stock (28,377 underlying) - Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$7.58/sh−28,169$213,521→ 0 totalExercise: $17.92Exp: 2017-02-24→ Common Stock (28,169 underlying) - Disposition to Issuer
Restricted Share Units
2012-09-07$25.50/sh−95,677$2,439,764→ 0 totalExercise: $0.00→ Common Stock (95,677 underlying) - Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$17.61/sh−44,444$782,659→ 0 totalExercise: $7.89Exp: 2016-02-25→ Common Stock (44,444 underlying) - Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$3.64/sh−30,000$109,200→ 0 totalExercise: $21.86Exp: 2014-04-30→ Common Stock (30,000 underlying) - Disposition to Issuer
Option (right) to buy Common Stock
2012-09-07$4.94/sh−37,688$186,179→ 0 totalExercise: $20.56Exp: 2019-02-28→ Common Stock (37,688 underlying)
Footnotes (12)
- [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.
- [F10]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2011.
- [F11]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 29, 2012.
- [F12]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.
- [F2]All options, unless otherwise agreed upon between Parent and Mr. Sweder and as specified herein, 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 in quarterly installments on the first, second, third and fourth anniversary of the grant date, April 30, 2007.
- [F4]The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 26, 2008.
- [F5]Pursuant to an individual agreement entered into in connection with the Merger, all 44,444 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 4,444.4 membership units of Parent for $78.90 per unit.
- [F6]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
- [F7]Pursuant to an individual agreement entered into in connection with the Merger, all 28,169 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 2,816.9 membership units of Parent for $179.20 per unit.
- [F8]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 24, 2010.
- [F9]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 16, 2011.
Documents
Issuer
INTERLINE BRANDS, INC./DE
CIK 0001292900
Entity typeother
Related Parties
1- filerCIK 0001397765
Filing Metadata
- Form type
- 4
- Filed
- Sep 10, 8:00 PM ET
- Accepted
- Sep 11, 8:59 PM ET
- Size
- 25.8 KB