| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
X RITE INC [ XRIT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Series A Preferred Stock(1)(2) | 03/31/2010 | J(3) | V | 304.4404 | A | (4) | 8,775.8252(5) | I(5) | See footnote(5) | |
| Common Stock | 13,300,759(6) | I(7) | See footnote(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to an Exchange Agreement, dated August 18, 2009, by and among XRIT, OEPX, LLC, 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 (the ?Preferred Stock?), and a warrant providing Sagard the right, subject to receipt of shareholder approval, to acquire 1,451,345.20 shares of common stock, par value, $0.10 per share (?Shares?), of XRIT 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. The Preferred Stock acquired by Sagard has an initial liquidation preference of $8,042,624.21 and pays quarterly dividends at an annual rate of 14.375%, which dividends may be paid in additional shares of Preferred Stock at XRIT's election. XRIT is required to redeem all of the then outstanding Preferred Stock on January 23, 2014. The Preferred Stock is not convertible into Shares. |
| 3. The acquisition of these shares of Preferred Stock is being voluntarily reported on this Form 4. The filing of this Form 4 shall not be deemed to be an admission that the receipt of future shares of Preferred Stock as quarterly in-kind dividends requires disclosure on Form 4. |
| 4. These are shares of Preferred Stock that have been issued as a quarterly in-kind dividend on the Preferred Stock issued to Sagard. These shares of Preferred Stock were issued on March 31, 2010 pursuant to the Exchange Agreement in accordance with the terms of the Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed by XRIT with the Michigan Department of Energy, Labor and Economic Growth on August 18, 2009. |
| 5. Sagard is the direct beneficial owner of 8,775.8252 shares of Preferred Stock. GP and Sagard Management are indirect beneficial owners of 8,775.8252 shares of Preferred Stock. Each of the Reporting Persons 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. |
| 6. Consists of 13,262,044 Shares and 38,715 restricted Shares owned by the Reporting Persons prior to the filing of this Form 4. |
| 7. Sagard is the direct beneficial owner of 13,262,044 Shares. GP and Sagard Management are indirect beneficial owners of 13,262,044 Shares. Each of the Reporting Persons 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. 38,715 Restricted Shares are directly held by Daniel M. Friedberg, who holds them for the benefit of Sagard Management. |
| Remarks: |
| This Form 4 is being filed by Sagard Capital Partners, L.P., a Delaware limited partnership (?Sagard?), Sagard Capital Partners GP, Inc., a Delaware corporation (?GP?), and Sagard Capital Partners Management Corporation, a Delaware corporation (?Sagard Management,? and together with Sagard and GP, the ?Reporting Persons?). As a result of direct and indirect securities holdings, Power Corporation of Canada and Mr. Paul G. Desmarais may each be deemed (i) to control the Reporting Persons, although the filing of this Form 4 shall not be construed as an admission that any such control relationship actually exists, and (ii) to beneficially own the securities reported herein. Each of Power Corporation of Canada and Mr. Paul G. Desmarais disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| /s/ Daniel M. Friedberg, President of Sagard Capital Partners, L.P. | 04/02/2010 | |
| /s/ Daniel M. Friedberg, President of Sagard Capital Partners GP, Inc. | 04/02/2010 | |
| /s/ Daniel M. Friedberg, President of Sagard Capital Partners Management Corporation | 04/02/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||