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)
03/31/2010

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)
Series A Preferred Stock⁽¹⁾⁽²⁾	03/31/2010		J⁽³⁾		304.4404	A	⁽⁴⁾	8,775.8252⁽⁵⁾	I⁽⁵⁾	See footnote⁽⁵⁾
Common Stock								13,262,044⁽⁶⁾	I⁽⁶⁾	See footnote⁽⁶⁾
Common Stock								38,715⁽⁷⁾	D⁽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)
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)

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 (the "Preferred Stock"), 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. The Preferred Stock initially 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 (the "Certificate").

5. Sagard is the direct beneficial owner of 8,775.8252 shares of Preferred Stock. Sagard Capital Partners GP, Inc. ("GP") and Sagard Capital Partners Management Corporation ("Sagard Management") are indirect beneficial owners of 8,775.8252 shares of Preferred Stock. 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. The Reporting Person is the President and Chief Executive Officer of Sagard Management, the investment manager of Sagard, and is the President and Chief Executive Officer of GP, the general partner of Sagard. The Reporting Person disclaims beneficial ownership of the securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

6. 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 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.

7. 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.

	Kate Baxter for Daniel M. Friedberg by Power of Attorney	04/01/2010
	** 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).
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