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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* OEPX, LLC (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/15/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2011		D		5,589(1)	D	$5.55(2)	0	I	See footnote(1)
Common Stock	05/15/2011		D		5,589(3)	D	$5.55(2)	0	I	See footnote(3)
Common Stock	05/15/2011		U		33,241,708(4)	D	$5.55(5)	0	I	See footnote(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock options (Right to Buy)	$4.57	05/15/2012		D			9,636	(7)	05/18/2021	Common Stock	9,636	$0.98	0	D(6)(7)
Stock options (Right to Buy)	$4.57	05/15/2012		D			9,636	(7)	05/18/2021	Common Stock	9,636	$0.98	0	D(7)(8)
Stock options (Right to Buy)	$3.49	05/15/2012		D			15,527	(7)	05/18/2020	Common Stock	15,527	$2.06	0	D(6)(7)
Stock options (Right to Buy)	$3.49	05/15/2012		D			15,527	(7)	05/18/2020	Common Stock	15,527	$2.06	0	D(7)(8)
Stock options (Right to Buy)	$3.14	05/15/2012		D			7,098	(7)	05/20/2019	Common Stock	7,098	$3.58	0	D(6)(7)
Stock options (Right to Buy)	$3.14	05/15/2012		D			7,098	(7)	05/20/2019	Common Stock	7,098	$3.58	0	D(7)(8)
Stock options (Right to Buy)	$1.97	05/15/2012		D			87,109	(7)	05/28/2018	Common Stock	87,109	$3.71	0	D(6)(7)
Stock options (Right to Buy)	$1.97	05/15/2012		D			87,109	(7)	05/28/2018	Common Stock	87,109	$3.71	0	D(7)(8)
Stock options (Right to Buy)	$1.21	05/15/2012		D			81,566	(7)	04/15/2019	Common Stock	81,566	$4.34	0	D(6)(7)
Stock options (Right to Buy)	$1.21	05/15/2012		D			81,566	(7)	04/15/2019	Common Stock	81,566	$4.34	0	D(7)(8)

1. Name and Address of Reporting Person* OEPX, LLC (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OEP Parent LLC (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OEP General Partner III, L.P. (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* One Equity Partners III, L.P. (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities consist of shares of restricted stock granted to Bradley J. Coppens. Mr. Coppens is an officer of OEP Parent LLC, a Delaware limited liability company ("OEP Parent"), which is the general partner of OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP"), 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, LLC, a Delaware limited liability company ("OEPX"). These securities were granted to Mr. Coppens pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of his service on the Board of Directors of X-Rite, Incorporated (the "Issuer") and Mr. Coppens holds these shares for the benefit of OEP.

2. Pursuant to the Agreement and Plan of Merger, dated as of April 10, 2011, by and among Danaher Corporation, Termessos Acquisition Corp., and X-Rite Incorporated (the "Merger Agreement"), all shares of unvested restricted common stock were cancelled and exchanged for merger consideration of $5.55 per share in the merger.

3. These securities consist of shares of restricted stock granted to Colin M. Farmer. Mr. Farmer is an officer of OEP Parent LLC, which is the general partner of OEP GP, which is the general partner of OEP, which is the managing member of OEPX. These securities were granted to Mr. Farmer pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of his service on the Board of Directors of the Issuer and Mr. Farmer holds these shares for the benefit of OEP.

4. These securities consist of shares of common stock held by OEPX. The managing member of OEPX is OEP, of which the sole general partner is OEP GP, of which the sole general partner is OEP Parent, of which the sole member is OEP Holding Corporation, a Delaware corporation, of which the sole stockholder is JP Morgan Capital Corporation, a Delaware corporation, of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company, of which the sole member is JPMorgan Chase & Co., a Delaware corporation.

5. Pursuant to the Merger Agreement, these shares of common stock were cancelled and exchanged for merger consideration of $5.55 per share in the tender offer.

6. These securities consist of stock options for shares of common stock granted to Mr. Coppens. Mr. Coppens is an officer of OEP Parent, which is the general partner of OEP GP, which is the general partner of OEP, which is the managing member of OEPX. These securities were granted to Mr. Coppens pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of his service on the Board of Directors of the Issuer and Mr. Coppens holds these stock options for the benefit of OEP.

7. Pursuant to the Merger Agreement, this option vested in full and was cancelled in the merger in exchange for the right to receive a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $5.55 and the per share exercise price of this option.

8. These securities consist of stock options for shares of common stock granted to Mr. Farmer. Mr. Farmer is an officer of OEP Parent, which is the general partner of OEP GP, which is the general partner of OEP, which is the managing member of OEPX. These securities were granted to Mr. Farmer pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of his service on the Board of Directors of the Issuer and Mr. Farmer holds these stock options for the benefit of OEP.

Remarks:

Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

	/s/Colin Michael Farmer	05/17/2012
	** Signature of Reporting Person	Date
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