SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COHEN DAVID MICHAEL

(Last)

(First)

(Middle)

C/O X-RITE, INCORPORATED

4300 44TH STREET, SE

(Street)

GRANT RAPIDS

49512

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
X RITE INC [ XRIT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2009

4. 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 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)
Common Stock	11/17/2009		X⁽¹⁾		4,568,527	A	$0.01⁽¹⁾	33,184,981⁽¹⁾⁽²⁾⁽³⁾	I⁽⁴⁾	See footnote⁽⁴⁾
Common Stock								38,715⁽⁵⁾	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$0.01	11/17/2009		X⁽¹⁾			1⁽¹⁾	10/28/2009	08/18/2019	Common Stock	4,568,527	$0⁽¹⁾	0	I⁽⁴⁾	See footnote⁽⁴⁾

Explanation of Responses:

1. On November 17, 2009, OEPX, LLC ("OEPX") exercised a warrant (the "Warrant") to purchase 4,568,527 shares of Common Stock of X-Rite, Incorporated (the "Issuer") at an exercise price of $0.01 per share.

2. On October 28, 2009, 3,155 shares of restricted common stock previously granted to each of Colin Michael Farmer and the Reporting Person vested and were transferred from Mr. Farmer and the Reporting Person to OEPX for no consideration. Mr. Farmer and the Reporting Person had previously held such securities for the benefit of OEP, and such securities were deemed to be indirectly beneficially owned by OEPX. As a result of this transfer, such securities are now directly owned by OEPX.

3. The Reporting Person is an officer of OEP Holding Corporation, a Delaware corporation, which is the general partner of OEP General Partner III, L.P., a Cayman Islands limited partnership, which is the general partner of One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), which is the managing member of OEPX.

4. These securities consist of: (i) 33,146,266 shares held by OEPX and (ii) 38,715 shares of restricted stock granted to Colin Michael Farmer. The shares of restricted stock in clause (ii) were granted to Mr. Farmer pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of the his service on the Board of Directors of the Issuer, and Mr. Farmer holds these shares for the benefit of OEP.

5. Consists of restricted stock granted pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of the Reporting Person's service on the Board of Directors of the Issuer. The Reporting Person holds these shares for the benefit of OEP. The Reporting Person disclaims beneficial ownership of all securities described herein except to the extent of his pecuniary interest therein.

	Kate Baxter for David Michael Cohen by Power of Attorney	11/19/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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