INTERFACE INC — Major Shareholding Notification 2010

Feb 16, 2010

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

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. 2)**

*Interface, Inc.*

(Name of Issuer)

*Class A Common Stock, $.10 par value per share*

(Title of Class of Securities)

*458655106*

(CUSIP Number)

*December 31, 2009*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\105589\10-3789-1\task3930149\3789-1-ba.htm',USER='105589',CD='Feb 16 23:23 2010'

CUSIP No. 458655106 — (1)	Names of Reporting Persons. Sheffield Partners, L.P.
(2)	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
(3)	SEC Use Only
(4)	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 662,067
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power 662,067
(9)	Aggregate Amount
Beneficially Owned by Each Reporting Person 662,067
(10)	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
(11)	Percent of Class
Represented by Amount in Row (9) 1.17%
(12)	Type of Reporting Person
(See Instructions) PN

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105589\10-3789-1\task3930149\3789-1-ba.htm',USER='105589',CD='Feb 16 23:23 2010'

CUSIP No. 458655106 — (1)	Names of Reporting Persons. Sheffield Institutional Partners, L.P.
(2)	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
(3)	SEC Use Only
(4)	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 1,285,212
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power 1,285,212
(9)	Aggregate Amount
Beneficially Owned by Each Reporting Person 1,285,212
(10)	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
(11)	Percent of Class
Represented by Amount in Row (9) 2.27%
(12)	Type of Reporting Person
(See Instructions) PN

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105589\10-3789-1\task3930149\3789-1-ba.htm',USER='105589',CD='Feb 16 23:23 2010'

CUSIP No. 458655106 — (1)	Names of Reporting Persons. Sheffield International Partners Master, Ltd.
(2)	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
(3)	SEC Use Only
(4)	Citizenship or Place of
Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 736,735
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power 736,735
(9)	Aggregate Amount
Beneficially Owned by Each Reporting Person 736,735
(10)	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
(11)	Percent of Class
Represented by Amount in Row (9) 1.30%
(12)	Type of Reporting Person
(See Instructions) CO

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105589\10-3789-1\task3930149\3789-1-ba.htm',USER='105589',CD='Feb 16 23:23 2010'

CUSIP No. 458655106 — (1)	Names of Reporting Persons. Sheffield Asset Management, L.L.C.
(2)	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
(3)	SEC Use Only
(4)	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 2,684,014
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power 2,684,014
(9)	Aggregate Amount
Beneficially Owned by Each Reporting Person 2,684,014
(10)	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
(11)	Percent of Class
Represented by Amount in Row (9) 4.75%
(12)	Type of Reporting Person
(See Instructions) OO

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105589\10-3789-1\task3930149\3789-1-ba.htm',USER='105589',CD='Feb 16 23:23 2010'

CUSIP No. 458655106

| Item
1(a). | Name of Issuer: Interface, Inc. |
| --- | --- |
| Item
1(b). | Address of Issuer’s
Principal Executive Offices: 2859 Paces Ferry Road, Suite 2000 Atlanta, Georgia 30339 |
| Item
2(a). | Name of Person Filing: This statement is being filed by Sheffield Partners, L.P. (“SPLP”), Sheffield
Institutional Partners, L.P. (“SIPLP”), Sheffield International Partners
Master, Ltd. (“SIPMLTD”) and Sheffield Asset Management, L.L.C. (“SAM” and
together with SPLP, SIPLP and SIPMLTD, the “Reporting Persons”). The members of SAM are Brian J. Feltzin and
Craig C. Albert. |
| Item
2(b). | Address of Principal
Business Office or, if none, Residence: 900 North Michigan Avenue, Suite 1100 Chicago, Illinois 60611 |
| Item
2(c). | Citizenship: SPLP Delaware SIPLP Delaware SIPMLTD Cayman Islands SAM Delaware |
| Item
2(d). | Title of Class of
Securities: Class A Common Stock, $.10 par value per share |
| Item
2(e). | CUSIP Number: 458655106 |
| Item 3. | Not Applicable. |
| | The Reporting Persons are
filing this Schedule 13G pursuant to Rule 13d-1(c). |

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\105589\10-3789-1\task3930149\3789-1-ba.htm',USER='105589',CD='Feb 16 23:23 2010'

CUSIP No. 458655106

Item 4.	Ownership
The information in items 1 and 5 through 11 on the cover pages (pp. 2 -
5) of this Schedule 13G is hereby incorporated by reference.
Item 5.	Ownership of Five Percent or Less
of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5% of the class of securities, check the
following: x .
Item 6.	Ownership of More than Five Percent
on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
	Not applicable.
Item 8.	Identification and Classification
of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105589\10-3789-1\task3930149\3789-1-ba.htm',USER='105589',CD='Feb 16 23:23 2010'

CUSIP No. 458655106

| Item 10. |
| --- |
| By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect. |

*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Date:
February 16, 2010 | | |
| --- | --- | --- |
| Sheffield
Partners, L.P. | | |
| By: | Sheffield
Asset Management, L.L.C. | |
| Its: | General
Partner | |
| | By: | /s/
Amy Rosenow |
| | | Amy
Rosenow, Chief Operating Officer |
| Sheffield Institutional Partners, L.P. | | |
| By: | Sheffield
Asset Management, L.L.C. | |
| Its: | General
Partner | |
| | By: | /s/
Amy Rosenow |
| | | Amy
Rosenow, Chief Operating Officer |
| Sheffield International Partners Master, Ltd. | | |
| By: | Sheffield
Asset Management, L.L.C. | |
| Its: | Investment
Advisor | |
| | By: | /s/
Amy Rosenow |
| | | Amy
Rosenow, Chief Operating Officer |
| Sheffield Asset Management, L.L.C. | | |
| | By: | /s/
Amy Rosenow |
| | | Amy
Rosenow, Chief Operating Officer |

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105589\10-3789-1\task3930149\3789-1-ba.htm',USER='105589',CD='Feb 16 23:23 2010'