FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SERRANO DAVID C 		2. Issuer Name and Ticker or Trading Symbol

INTERLINE BRANDS, INC./DE [ IBI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Accounting Officer
(Last)          (First)          (Middle)

C/O INTERLINE BRANDS, INC., 701 SAN MARCO BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/7/2012
(Street)

JACKSONVILLE, FL 32207
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   9/7/2012     D (1)    8045   D $25.50   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right) to buy Common Stock   $23.32   9/7/2012     D   (2)       3762      (3) 3/13/2013   Common Stock   3762   $2.18   0   D    
Option (right) to buy Common Stock   $20.79   9/7/2012     D   (2)       3444      (4) 3/1/2014   Common Stock   3444   $4.71   0   D    
Option (right) to buy Common Stock   $19.63   9/7/2012     D   (2)       4138      (5) 2/26/2015   Common Stock   4138   $5.87   0   D    
Option (right) to buy Common Stock   $7.89   9/7/2012     D   (6)       10222      (7) 2/25/2016   Common Stock   10222   $17.61   0   D    
Option (right) to buy Common Stock   $7.89   9/7/2012     D   (2)       889      (8) 2/25/2016   Common Stock   889   $17.61   0   D    
Option (right) to buy Common Stock   $17.92   9/7/2012     D   (2)       4930      (9) 2/24/2017   Common Stock   4930   $7.58   0   D    
Option (right) to buy Common Stock   $21.58   9/7/2012     D   (2)       4187      (10) 3/2/2018   Common Stock   4187   $3.92   0   D    
Restricted Share Units   $0.00   9/7/2012     D   (1)       11642      (11)   (11) Common Stock   11642   $25.50   0   D    

Explanation of Responses:
( 1)  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.
( 2)  All options, unless otherwise agreed upon between Parent and Mr. Serrano 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.
( 3)  The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 13, 2006.
( 4)  The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 1, 2007.
( 5)  The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 26, 2008.
( 6)  Pursuant to an individual agreement entered into in connection with the Merger, all 10,222 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 1,022.2 membership units of Parent for $78.90 per unit.
( 7)  The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
( 8)  The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
( 9)  The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 24, 2010.
( 10)  The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2011.
( 11)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SERRANO DAVID C
C/O INTERLINE BRANDS, INC.
701 SAN MARCO BOULEVARD
JACKSONVILLE, FL 32207

Chief Accounting Officer

Signatures
/s/ Michael Agliata, Attorney-in-Fact 9/11/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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