Home/Filings/4/0001104659-12-062904
4//SEC Filing

Grebe Michael J 4

Accession 0001104659-12-062904

CIK 0001292900other

Filed

Sep 10, 8:00 PM ET

Accepted

Sep 11, 8:59 PM ET

Size

41.6 KB

Accession

0001104659-12-062904

Insider Transaction Report

Form 4
Period: 2012-09-07
Grebe Michael J
DirectorChief Executive Officer
Transactions
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$2.25/sh4,930$11,0930 total
    Exercise: $23.25Exp: 2013-03-14Common Stock (4,930 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$7.58/sh77,466$587,1920 total
    Exercise: $17.92Exp: 2017-02-24Common Stock (77,466 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$2.18/sh72,338$157,6970 total
    Exercise: $23.32Exp: 2013-03-13Common Stock (72,338 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$10.50/sh166,032$1,743,3360 total
    Exercise: $15.00Exp: 2014-12-16Common Stock (166,032 underlying)
  • Disposition to Issuer

    Common Stock, par value $0.01 per share

    2012-09-07$25.50/sh1,125$28,6880 total(indirect: See Footnote)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$3.75/sh125,673$471,2740 total
    Exercise: $21.75Exp: 2014-12-16Common Stock (125,673 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$5.87/sh112,069$657,8450 total
    Exercise: $19.63Exp: 2015-02-26Common Stock (112,069 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$10.50/sh205,257$2,155,1990 total
    Exercise: $15.00Exp: 2014-12-16Common Stock (205,257 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$5.88/sh5,047$29,6760 total
    Exercise: $19.62Exp: 2015-02-27Common Stock (5,047 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$4.65/sh4,847$22,5390 total
    Exercise: $20.85Exp: 2014-03-02Common Stock (4,847 underlying)
  • Disposition to Issuer

    Restricted Share Units

    2012-09-07$25.50/sh68,405$1,744,3280 total
    Exercise: $0.00Common Stock (68,405 underlying)
  • Disposition to Issuer

    Common Stock, par value $0.01 per share

    2012-09-07$25.50/sh173,080$4,413,5400 total
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$4.71/sh98,485$463,8640 total
    Exercise: $20.79Exp: 2014-03-01Common Stock (98,485 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$17.61/sh111,111$1,956,6650 total
    Exercise: $7.89Exp: 2016-02-25Common Stock (111,111 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$3.92/sh98,933$387,8170 total
    Exercise: $21.58Exp: 2018-03-02Common Stock (98,933 underlying)
  • Disposition to Issuer

    Option (right) to buy Common Stock

    2012-09-07$4.94/sh70,101$346,2990 total
    Exercise: $20.56Exp: 2019-02-28Common Stock (70,101 underlying)
Footnotes (19)
  • [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 the shares were cancelled in exchange for a cash payment equal to $25.50 per share.
  • [F10]The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 1, 2007.
  • [F11]The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2007.
  • [F12]The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 26, 2008.
  • [F13]The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 27, 2008.
  • [F14]Pursuant to an individual agreement entered into in connection with the Merger, all 111,111 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 11,111.1 membership units of Parent for $78.90 per unit.
  • [F15]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
  • [F16]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 24, 2010.
  • [F17]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2011.
  • [F18]The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 29, 2012.
  • [F19]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]Includes indirect ownership of 1,125 shares of common stock held by The Katelynn Bree Nily Trust, an irrevocable trust over which Mr. Grebe's wife has investment control. Mr. Grebe disclaims beneficial ownership of the shares held by the Katelynn Bree Nily Trust.
  • [F3]Pursuant to an individual agreement entered into in connection with the Merger, all 166,032 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 16,603.2 membership units of Parent for $150 per unit.
  • [F4]The options became exercisable on December 16, 2004.
  • [F5]All options, unless otherwise agreed upon between Parent and Mr. Grebe 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.
  • [F6]The options became exercisable on December 16, 2004.
  • [F7]The options became exercisable on December 16, 2004.
  • [F8]The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 13, 2006.
  • [F9]The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 14, 2006.

Documents

1 file

Issuer

INTERLINE BRANDS, INC./DE

CIK 0001292900

Entity typeother

Related Parties

1
  • filerCIK 0001311150

Filing Metadata

Form type
4
Filed
Sep 10, 8:00 PM ET
Accepted
Sep 11, 8:59 PM ET
Size
41.6 KB