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