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 CT 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)
03/30/2011
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)
Code V Amount (A) or (D) Price
Series A Preferred Stock(1) 03/30/2011 J(1) 9,091.2064(2) D $1,085.9375(1) 0(1) I See footnote(3)
Common Stock 13,300,759(4) I See footnote(4)
Common Stock 9,006 D(5)
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
Explanation of Responses:
1. On March 30, 2011, X-Rite, Incorporated (the "Issuer") exercised its right to redeem all shares of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock") previously issued to Sagard Capital Partners, L.P ("Sagard") 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. The redemption price reflected in Table I includes accrued and unpaid dividends as of March 30, 2011.
2. These shares of Preferred Stock consist of (1) 8,042.62421 shares of Preferred Stock acquired pursuant to the Exchange Agreement, dated August 18, 2009, by and among the Issuer, Sagard, OEPX, LLC, 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") and (ii) 1,048.58223 shares of Preferred Stock that were previously issued as quarterly in-kind dividends on the Preferred Stock issued to Sagard pursuant to the Exchange Agreement.
3. Sagard is the direct beneficial owner of 9,091.2064 shares of Preferred Stock. Sagard Capital Partners GP, Inc. ("GP") and Sagard Capital Partners Management Corporation ("Sagard Management") are indirect beneficial owners of 9,091.2064 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.
4. Sagard is the direct beneficial owner of 13,300,759 Shares. GP and Sagard Management are indirect beneficial owners of 13,300,759 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.
5. 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 04/01/2011
** 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.
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