Edgar Filing: HENDRIX DANIEL T

Ownership Submission

FORM 4

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

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(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HENDRIX DANIEL T

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

2859 PACES FERRY ROAD, OVERLOOK III, SUITE 2000

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2007

(Street)

ATLANTA, GA 30339

4. If Amendment, Date Original Filed(Month/Day/Year)
06/25/2007

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 B Common Stock	06/21/2007		C		35,067 ⁽¹⁾ ⁽⁷⁾	D	$ 0	464,966 ⁽²⁾ ⁽⁷⁾	D
Class A Common Stock	06/21/2007		C		35,067 ⁽¹⁾	A	$ 0	163,850 ⁽⁷⁾	D
Class A Common Stock	06/21/2007		M		100,000 ⁽³⁾	A	$ 7.125	263,850	D
Class A Common Stock	06/21/2007		M		20,000 ⁽³⁾	A	$ 5.6	283,850	D
Class A Common Stock	06/21/2007		S		1,078 ⁽⁴⁾	D	$ 19.26	282,772	D
Class A Common Stock	06/21/2007		S		302 ⁽⁴⁾	D	$ 19.25	282,470	D
Class A Common Stock	06/21/2007		S		121 ⁽⁴⁾	D	$ 19.24	282,349	D
Class A Common Stock	06/21/2007		S		60 ⁽⁴⁾	D	$ 19.23	282,289	D
Class A Common Stock	06/21/2007		S		60 ⁽⁴⁾	D	$ 19.22	282,229	D
Class A Common Stock	06/21/2007		S		241 ⁽⁴⁾	D	$ 19.21	281,988	D
Class A Common Stock	06/21/2007		S		423 ⁽⁴⁾	D	$ 19.2	281,565	D
Class A Common Stock	06/21/2007		S		121 ⁽⁴⁾	D	$ 19.19	281,444	D
Class A Common Stock	06/21/2007		S		302 ⁽⁴⁾	D	$ 19.18	281,142	D
Class A Common Stock	06/21/2007		S		786 ⁽⁴⁾	D	$ 19.17	280,356	D
Class A Common Stock	06/21/2007		S		60 ⁽⁴⁾	D	$ 19.12	280,296	D
Class A Common Stock	06/21/2007		S		242 ⁽⁴⁾	D	$ 19.11	280,054	D
Class A Common Stock	06/21/2007		S		121 ⁽⁴⁾	D	$ 19.1	279,933	D
Class A Common Stock	06/21/2007		S		1,028 ⁽⁴⁾	D	$ 19.08	278,905	D
Class A Common Stock	06/21/2007		S		181 ⁽⁴⁾	D	$ 19.07	278,724	D
Class A Common Stock	06/21/2007		S		3,084 ⁽⁴⁾	D	$ 19.06	275,640	D
Class A Common Stock	06/21/2007		S		1,391 ⁽⁴⁾	D	$ 19.05	274,249	D
Class A Common Stock	06/21/2007		S		423 ⁽⁴⁾	D	$ 19.03	273,826	D
Class A Common Stock	06/21/2007		S		4,345 ⁽⁴⁾	D	$ 19.02	269,481	D
Class A Common Stock	06/21/2007		S		3,656 ⁽⁴⁾	D	$ 19.01	265,825	D
Class A Common Stock	06/21/2007		S		7,725 ⁽⁴⁾	D	$ 19	258,100	D
Class A common Stock	06/21/2007		S		1,815 ⁽⁴⁾	D	$ 18.99	256,285	D
Class A Common Stock	06/21/2007		S		1,270 ⁽⁴⁾	D	$ 18.98	255,015	D
Class A Common Stock	06/21/2007		S		4,719 ⁽⁴⁾	D	$ 18.97	250,296	D
Class B Common Stock								4,263	I	By 401(k) Paln

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 7.125

06/21/2007

100,000

10/25/2001⁽⁵⁾

10/25/2010

Class A or Class B Common Stock

100,000

$ 0

24,995

Employee Stock Option (Right to Buy)

$ 5.6

06/21/2007

20,000

01/02/2003⁽⁶⁾

01/02/2012

Class A or Class B Common Stock

20,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HENDRIX DANIEL T 2859 PACES FERRY ROAD OVERLOOK III, SUITE 2000 ATLANTA, GA 30339	X		President & CEO

Signatures

Daniel T. Hendrix		10/31/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Conversion of a security exempted under Rule 16b-6(b). The reporting person exchanged Class B shares for Class A shares on a one-for-one basis.
(2)	A substantial number of such shares are restricted shares subject to a risk of forfeiture under certain circumstances.
(3)	Exercise of a derivitive security exempted pursuant to Rule 16b-6(b).
(4)	The sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on June 31, 2004.
(5)	The option vested and became exercisable at the rate of 20% per year. The first increment became exercisable on October 25, 2001.
(6)	The option vested and became exercisable at the rate of 20% per year. The first increment became exercisable on January 2, 2003.
(7)	This Form 4 amends the first Form 4 filed on June 25, 2007 solely with respect to Table 1, Column 5, "Amount of Securities Beneficially Owned Following Reporting Transaction(s)". As of October 26, 2007, the number of shares of Class A Common Stock beneficially owned directly by the reporting person was 143,883, and the number of shares of Class B Common Stock beneficially owned directly by the reporting person was 449,866 (a substantial number of which are restricted shares subject to a risk of forfeiture).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.