SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JACQUET ERNEST K

(Last)

(First)

(Middle)

PARTHENON CAPITAL, LLC

265 FRANKLIN STREET, 18TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/09/2007

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2007		S		25,694	D⁽⁶⁾	$23.94	308,751	I	See Footnote⁽¹⁾⁽²⁾
Common Stock	10/08/2007		S		7,919	D⁽⁶⁾	$23.72	300,832	I	See Footnote⁽¹⁾⁽²⁾
Common Stock	10/09/2007		S		12,443	D⁽⁶⁾	$24.16	288,389	I	See Footnote⁽¹⁾⁽²⁾
Common Stock	10/05/2007		S		4,849	D⁽⁶⁾	$23.94	58,259	I	See Footnote⁽¹⁾⁽³⁾
Common Stock	10/08/2007		S		1,494	D⁽⁶⁾	$23.72	56,765	I	See Footnote⁽¹⁾⁽³⁾
Common Stock	10/09/2007		S		2,348	D⁽⁶⁾	$24.16	54,417	I	See Footnote⁽¹⁾⁽³⁾
Common Stock	10/05/2007		S		1,104	D⁽⁶⁾	$23.94	13,272	I	See Footnote⁽¹⁾⁽⁴⁾
Common Stock	10/08/2007		S		340	D⁽⁶⁾	$23.72	12,932	I	See Footnote⁽¹⁾⁽⁴⁾
Common Stock	10/09/2007		S		535	D⁽⁶⁾	$24.16	12,397	I	See Footnote⁽¹⁾⁽⁴⁾
Common Stock	10/05/2007		S		153	D⁽⁶⁾	$23.94	1,839	I	See Footnote⁽¹⁾⁽⁵⁾
Common Stock	10/08/2007		S		47	D⁽⁶⁾	$23.72	1,792	I	See Footnote⁽¹⁾⁽⁵⁾
Common Stock	10/09/2007		S		74	D⁽⁶⁾	$24.16	1,718	I	See Footnote⁽¹⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person may be deemed to have indirect beneficial ownership of shares that are held directly by the following entities as the managing member, general partner or controlling person of such entities: (i) Parthenon Investors, L.P. ("Parthenon"); (ii) PCIP Investors ("PCIP"); (iii) J&R Founders' Fund, L.P. ("J&R"); and (iv) Parthenon Investors II, L.P. ("Parthenon II"). The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. Held by Parthenon.

3. Held by Parthenon II.

4. Held by PCIP.

5. Held by J&R.

6. The shares covered by this form were sold pursuant to a Rule 10b5-1(c) sales plan dated December 2, 2006.

Remarks:

This amendment is being filed to correct the identity of the issuer of the shares reported hereunder to be Interline Brands, Inc., a Delaware corporation (the "Company") instead of Interline Brands, Inc., a New Jersey corporation and a wholly-owned subsidiary of the Company, as previously reported on October 9, 2007.

	Thomas J. Tossavainen, Attorney-in-Fact	10/12/2007
	** 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 4 (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).
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