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^*

Friedberg Dan

(Last)

(First)

(Middle)

C/O SAGARD CAPITAL MANAGEMENT CORP

325 GREENWICH AVENUE

(Street)

GREENWICH

06830

(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)
11/16/2009

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	11/16/2009		X⁽¹⁾⁽²⁾		1,451,345	A	$0.01	13,262,044⁽³⁾	I⁽³⁾	See footnote⁽³⁾
Common Stock								38,715⁽⁴⁾	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)
Common Stock Warrant (right to buy)	$0.01	11/16/2009		X⁽¹⁾⁽²⁾			1⁽²⁾	10/28/2009	08/18/2019	Common Stock	1,451,345	$0⁽¹⁾	0	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Pursuant to an Exchange Agreement, dated August 18, 2009, by and among XRIT, OEPX, LLC, Sagard Capital Partners, L.P ("Sagard") and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C. (the "Exchange Agreement"), Sagard acquired 8,042.62 shares of Series A Cumulative Preferred Stock of XRIT, par value $0.10 per share and a warrant (the "Warrant") providing Sagard the right, subject to receipt of shareholder approval as described in further detail below, to acquire 1,451,345.20 shares of common stock, par value, $0.10 per share ("Shares"), of XRIT (the "Warrant Shares") at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments) in exchange for the cancellation of $8,042,624.21 principal amount of loans under XRIT's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended August 18, 2009.

2. On October 28, 2009, shareholders of XRIT approved a proposal necessary to permit the exercise of, and related issuance of Shares of XRIT pursuant to, the Warrant described in note 1 previously acquired by Sagard and such Warrant became fully exercisable upon receipt of such shareholder approval. Sagard exercised the Warrant in full on November 16, 2009 for an aggregate exercise price of $14,513.08. Because XRIT does not issue fractional shares a whole number of shares was issued.

3. Sagard is the direct beneficial owner of 13,262,044 Shares. Sagard Capital Partners GP, Inc. ("GP") and Sagard Capital Partners Management Corporation ("Sagard Management") are indirect beneficial owners of 13,262,044 Shares. Each entity disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.

4. 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 XRIT. The Reporting Person holds these shares for the benefit of Sagard Management. The Reporting Person previously held 41,870 shares of restricted stock, some of which vested on October 28, 2009. On November 11, 2009, the Reporting Person transferred 3,155 of such vested shares to Sagard.

5. Sagard was the direct beneficial owner of the Warrant. GP and Sagard Management were indirect beneficial owners of the Warrant. Each entity disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.

	Kate Baxter for Daniel M. Friedberg by Power of Attorney	11/18/2009
	** 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 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).
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