0001104659-12-062905.txt : 20120911
0001104659-12-062905.hdr.sgml : 20120911
20120911205940
ACCESSION NUMBER: 0001104659-12-062905
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: SPAHN JAMES A
CENTRAL INDEX KEY: 0001461112
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32380
FILM NUMBER: 121086605
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
0001461112
SPAHN JAMES A
C/O INTERLINE BRANDS, INC.
701 SAN MARCO BOULEVARD
JACKSONVILLE
FL
32207
0
1
0
0
Vice President, Distribution
Common Stock, par value $0.01 per share
2012-09-07
4
D
0
32810
25.50
D
0
D
Option (right) to buy Common Stock
15.00
2012-09-07
4
D
0
124314
10.50
D
2014-12-16
Common Stock
124314
0
D
Option (right) to buy Common Stock
23.32
2012-09-07
4
D
0
18808
2.18
D
2013-03-13
Common Stock
18808
0
D
Option (right) to buy Common Stock
23.25
2012-09-07
4
D
0
1168
2.25
D
2013-03-14
Common Stock
1168
0
D
Option (right) to buy Common Stock
20.79
2012-09-07
4
D
0
17218
4.71
D
2014-03-01
Common Stock
17218
0
D
Option (right) to buy Common Stock
20.85
2012-09-07
4
D
0
1168
4.65
D
2014-03-02
Common Stock
1168
0
D
Option (right) to buy Common Stock
19.63
2012-09-07
4
D
0
22414
5.87
D
2015-02-26
Common Stock
22414
0
D
Option (right) to buy Common Stock
19.62
2012-09-07
4
D
0
1168
5.88
D
2015-02-27
Common Stock
1168
0
D
Option (right) to buy Common Stock
7.89
2012-09-07
4
D
0
19876
17.61
D
2016-02-25
Common Stock
19876
0
D
Option (right) to buy Common Stock
7.89
2012-09-07
4
D
0
9013
17.61
D
2016-02-25
Common Stock
9013
0
D
Option (right) to buy Common Stock
17.92
2012-09-07
4
D
0
12817
7.58
D
2017-02-24
Common Stock
12817
0
D
Option (right) to buy Common Stock
21.58
2012-09-07
4
D
0
20744
3.92
D
2018-03-02
Common Stock
20744
0
D
Option (right) to buy Common Stock
20.56
2012-09-07
4
D
0
15704
4.94
D
2019-02-28
Common Stock
15704
0
D
Restricted Share Units
0.00
2012-09-07
4
D
0
16328
25.50
D
Common Stock
16328
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, unless otherwise agreed upon between Parent and Mr. Spahn 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.
The options became exercisable on December 16, 2004.
The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 13, 2006.
The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 14, 2006.
The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 1, 2007.
The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2007.
The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 26, 2008.
The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 27, 2008.
Pursuant to an individual agreement entered into in connection with the Merger, all 19,876 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 1,987.6 membership units of Parent for $78.90 per unit.
The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
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