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
	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) C/O ONE EQUITY PARTNERS 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) 06/30/2010
	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
Series A Preferred Stock(1)(2)	06/30/2010		J(3)	V	992.7534(4)	A	(4)	28,617.1961(5)	D(5)
Common Stock								33,223,696(5)(6)	D(5)(6)
Common Stock								18,012(7)	I(7)	See footnote(7)

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

1. Name and Address of Reporting Person* OEPX, LLC (Last) (First) (Middle) C/O ONE EQUITY PARTNERS 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)

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* OEP HOLDING CORP (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. Pursuant to the Exchange Agreement, dated August 18, 2009, by and among X-Rite, Incorporated (the "Issuer"), OEPX, LLC ("OEPX"), Sagard Capital Partners, L.P., 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"), OEPX acquired 25,316.48 shares of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock"), and a warrant (the "Warrant") providing OEPX the right to acquire 4,568,527.88 shares of Common Stock of the Issuer at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments) in exchange for the cancellation of $25,316,480.88 principal amount of loans under the Issuer's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended August 18, 2009. On November 17, 2009, OEPX exercised the Warrant and received 4,568,527.88 shares of Common Stock of the Issuer.

2. The Preferred Stock issued to OEPX as an in-kind dividend has an initial liquidation preference of $1,000 per share and pays quarterly dividends at an annual rate of 14.375%, which dividends may be paid in cash or in additional shares of Preferred Stock at the Issuer's election. The Issuer is required to redeem all of the then outstanding shares of Preferred Stock on January 23, 2014. The shares of Preferred Stock are not convertible into shares of Common Stock of the Issuer.

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 OEPX. These shares of Preferred Stock were issued on June 30, 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 the Issuer with the Michigan Department of Energy, Labor and Economic Growth on August 18, 2009.

5. These securities are held by OEPX. The managing member of OEPX is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP"), of which the sole general partner is OEP Holding Corporation ("OEP Holding"), a Delaware corporation, of which the sole stockholder is Bank One Investment 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.

6. On April 8, 2010, 38,715 shares of restricted common stock previously granted to David M. Cohen vested and were transferred from Mr. Cohen to OEPX for no consideration. On May 20, 2010, 38,715 shares of restricted common stock previously granted to Colin M. Farmer vested and were transferred from Mr. Farmer to OEPX for no consideration. Mr. Cohen and Mr. Farmer 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 these transfers, such securities are now directly owned by OEPX.

7. These securities consist of (i) 9,006 shares of restricted stock held by Colin M. Farmer and (ii) 9,006 shares of restricted stock held by Bradley J. Coppens. Mr. Coppens and Mr. Farmer are officers of OEP Holding, 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 and Mr. Farmer pursuant to the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan in consideration of their service on the Board of Directors of the Issuer, and Mr. Coppens and Mr. Farmer hold these shares 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.

	OEPX LLC /s/ Colin Michael Farmer	07/01/2010
	** 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.