SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SERRANO DAVID C

(Last)

(First)

(Middle)

C/O INTERLINE BRANDS, INC.

701 SAN MARCO BOULEVARD

(Street)

JACKSONVILLE

32207

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2010

3. Issuer Name and Ticker or Trading Symbol
INTERLINE BRANDS, INC./DE [ IBI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	1,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right) to buy Common Stock	01/01/2005	02/05/2013	Common Stock	20	$40.15	D
Option (Right) to buy Common Stock	03/13/2007	03/13/2013	Common Stock	3,762	$23.32	D
Option (Right) to buy Common Stock	⁽²⁾	03/01/2014	Common Stock	3,444	$20.79	D
Option (Right) to buy Common Stock	⁽³⁾	02/26/2015	Common Stock	4,138	$19.63	D
Option (Right) to buy Common Stock	⁽⁴⁾	02/25/2016	Common Stock	11,111	$7.89	D
Option (Right) to buy Common Stock	⁽⁵⁾	02/24/2017	Common Stock	4,930	$17.92	D
Restricted Share Unit⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Commmon Stock	8,125	⁽⁶⁾	D
Restricted Share Unit⁽⁶⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	3,627	⁽⁶⁾	D
Restricted Share Unit⁽⁶⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	1,344	⁽⁶⁾	D

Explanation of Responses:

1. Subject to a Restricted Stock Award Agreement under the Company's 2004 Amended and Restated Equity Incentive Plan. These restricted shares of common stock were granted on August 10, 2006 and will vest on the fifth anniversary of the of the date of grant contingent upon the executive's continued employment with the Company on the applicable date.

2. This option is exercisable in a series of four equal consecutive annual installments commencing on March 1, 2008, contingent upon the optionee's continued employment with the Company on the applicable date.

3. This option is exercisable in a series of four equal consecutive annual installments commencing on February 26, 2009, contingent upon the optionee's continued employment with the Company on the applicable date.

4. This option is exercisable in a series of four equal consecutive annual installments commencing on February 25, 2010, contingent upon the optionee's continued employment with the Company on the applicable date.

5. This option is exercisable in a series of four equal consecutive annual installments commencing on February 24, 2011, contingent upon the optionee's continued employment with the Company on the applicable date.

6. Each Restricted Share Unit ("RSU") represents a right to receive one share of the Company's Common Stock.

7. These RSUs were granted on February 25, 2009. One half of the RSUs vest on the second anniversary of the date of grant and the second half of the RSUs vest on the third anniversary of the date of grant, contingent upon the executive's continued employment with the Company on the applicable date.

8. These RSUs were granted on February 24, 2010. One half of the RSUs vest on the second anniversary of the date of grant and the second half of the RSUs vest on the third anniversary of the date of grant, contingent upon the executive's continued employment with the Company on the applicable date.

9. These RSUs were granted on March 2, 2010. One half of the RSUs vest on the third anniversary of the date of grant and the second half of the RSUs vest on the fifth anniversary of the date of grant, contingent upon the executive's continued employment with the Company on the applicable date.

	/s/ Michael Agliata, Attorney-in-Fact	05/17/2010
	** 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 5 (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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