SEC FORM 4

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^*

WILLOCH RAYMOND S

(Last)

(First)

(Middle)

2859 PACES FERRY ROAD

SUITE 2000

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERFACE INC [ IFSIA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr.VP, Secretary and GC

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2006

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

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)
Class A Common Stock	03/08/2006		M⁽¹⁾		25,920	A	$9.5625	64,384	D
Class A Common Stock	03/08/2006		S		25,920	D	$12.2	38,464	D
Class A Common Stock	03/09/2006		M⁽¹⁾		8,779	A	$8.453	47,243	D
Class A Common Stock	03/09/2006		S		4,511	D	$12.25	42,732	D
Class A Common Stock	03/09/2006		S		700	D	$12.26	42,032	D
Class A Common Stock	03/09/2006		S		3,568	D	$12.27	38,464	D
Class A Common Stock	03/10/2006		M⁽¹⁾		9,784	A	$9	48,248	D
Class A Common Stock	03/10/2006		S		9,784	D	$12.8513	38,464	D

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)
Employee Stock Option (Right to Buy)	$9.5625	03/08/2006		M⁽¹⁾			25,920	01/20/1998⁽²⁾	01/20/2007	Class A or Class B Common Stock	25,920	$0	0	D
Employee Stock Option (Right to Buy)	$8.453	03/09/2006		M⁽¹⁾			8,779	01/16/2002⁽³⁾	01/16/2011	Class A or Class B Common Stock	8,779	$0	14,921	D
Employee Stock Option (Right to Buy)	$9	03/10/2006		M⁽¹⁾			9,784	01/14/2000⁽⁴⁾	01/14/2009	Class A or Class B Common Stock	9,784	$0	8,931	D

Explanation of Responses:

1. Exercise of a derivative security exempted pursuant to Rule 16b-6(b)

2. The option vested and became exercisable at the rate of 20% per year. The first increment became exercisable on January 20, 1998

3. The option vested and became exercisable at the rate of 20% per year. The first increment became exercisable on January 16, 2002.

4. The option vested and became exercisable at the rate of 20% per year. The first increment became exercisable on January 14, 2000.

Remarks:

	/s/ Raymond S. Willoch	03/10/2006
	** 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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