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*
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)
10/28/2008
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 10/28/2008 A 3,155 A $0 3,155 I See footnotes(1)(2)
Common Stock 10/28/2008 A 3,155 A $0 3,155 I See footnotes(1)(3)
Common Stock 28,571,429(4) D(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)(3) $3.14 10/28/2008 A 7,098 10/28/2009 10/28/2018 Common Stock 7,098 $0 7,098 I See footnotes(1)(2)
Stock Options (Right to Buy)(3) $3.14 10/28/2008 A 7,098 10/28/2009 10/28/2018 Common Stock 7,098 $0 7,098 I See footnotes(1)(3)
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. Each of Mr. David M. Cohen and Mr. Colin M. Farmer serves as a director of X-Rite, Incorporated and as an officer of OEP Holding Corporation, a Delaware corporation ("OEP Holding"), which is the general partner of OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP"), the general partner of One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), the managing member of OEPX, LLC, a Delaware limited liability company ("OEPX"). The Reporting Persons are OEPX, OEP, OEP GP and OEP Holding.
2. These securities are held by Mr. Cohen for the benefit of OEP.
3. These securities are held by Mr. Farmer for the benefit of OEP.
4. These securities are 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 Holding, 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.
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, Vice President of OEPX, LLC 10/30/2008
** 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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