UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

OEPX, LLC

320 Park Avenue, 18th Floor

New York, NY 10022

(212) 277-1500

 

with copies to:

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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 (the "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).

 

 

 

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Introductory Note.

 

This Amendment No. 5 to the Statement on Schedule 13D amends and restates Item 5 of the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on October 31, 2008 (as amended from time to time, the “Schedule 13D”), and relates to the shares of common stock, par value $0.10 per share (“Issuer Common Stock”), of X-Rite, Incorporated, a Michigan corporation (“X-Rite” or the “Issuer”).  Capitalized terms defined in the Schedule 13D are used herein with their defined meanings.

 

As a result of the consummation of Danaher Corporation’s tender offer for the Issuer Common Stock and the subsequent merger of Danaher Corporation’s wholly-owned subsidiary, Termessos Acquisition Corp., with and into the Issuer (the “Transaction”), the Reporting Persons ceased to beneficially own 5% or more of the Issuer Common Stock, and accordingly, this Amendment No. 5 constitutes an exit filing.

 

Item 5.            Interest in Securities of the Issuer.

 

The response set forth in Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)                                  As a result of the Transaction the Reporting Persons no longer beneficially own any shares of Issuer Common Stock.

 

The response set forth in Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(b)                                 The Reporting Persons ceased to be beneficial owners of any shares of Issuer Common Stock as of May 15, 2012.  As such, the Reporting Persons no longer have any voting or dispositive power over any shares of Issuer Common Stock.

 

The response set forth in Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(c)                                  None of the Reporting Persons has engaged in any transactions during the past 60 days in any shares of Issuer Common Stock, except as described in this Schedule 13D.

 

(d) Not applicable.

 

(e) The Reporting Persons ceased to be beneficial owners of any shares of Issuer Common Stock as of May 15, 2012.  As such, the Reporting Persons no longer have any voting or dispositive power over any shares of Issuer Common Stock.

 

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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.

 

 

OEPX, LLC
	By:	/s/ Colin M. Farmer
	Name: Colin M. Farmer
	Title: President
ONE EQUITY PARTNERS III, L.P.
	By:	OEP General Partner III, L.P.
		as its general partner
	By:	OEP Parent LLC
		as its general partner
		By:	/s/ Colin M. Farmer
		Name: Colin M. Farmer
		Title: Managing Director
OEP GENERAL PARTNER III, L.P.
	By:	OEP Parent LLC
		as its general partner
		By:	/s/ Colin M. Farmer
		Name: Colin M. Farmer
		Title: Managing Director
OEP Parent LLC
	By:	/s/ Colin M. Farmer
	Name: Colin M. Farmer
	Title: Managing Director
Dated: May 17, 2012

 

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