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* LAMY FRANCIS A (Last) (First) (Middle) C/O X-RITE, INCORPORATED 4300 44TH STREET, SE (Street) GRAND RAPIDS MI 49512 (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 10% Owner X Officer (give title below) Other (specify below) EVP- Chief Technology Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2012
	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
Common Stock	03/15/2012		M		81,427(1)	A	$0	130,744	D

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
Employee Stock Option (Right-to-buy)(2)	$4.55	03/15/2012		A		80,585		(2)	03/15/2022	Common Stock	80,585	$0	80,585	D
Restricted Stock Units (RSUs)(1)	(4)	03/15/2012		M			90,475	03/15/2012	(3)	Common Stock	90,475	$0	80,208	D

Explanation of Responses:

1. As part of grant on October 30, 2008, 90,475 non-derivative performance-based restricted stock units were issued under the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan and were eligible for release on March 15, 2012. The vesting schedule, which was voluntarily reported on a Form 4, for these performance stock units was based on the achievement of certain annual performance targets for the Company's fiscal year end 2011. It was determined that the performance targets were not fully met, and therefore only this portion of the restricted stock units were converted to shares and released. The remaining 9,048 RSUs scheduled to vest on March 15, 2012 were forfeited.

2. The stock options will vest in four equal installments: one-fourth of the total award will vest on the first anniversary of the grant date, one-fourth of the total award will vest on the second anniversary of the grant date, one-fourth of the total award will vest on the third anniversary of the grant date, and one-fourth of the total award will vest on the fourth anniversary of the grant date.

3. As voluntarily report on a Form 4 dated November 3, 2008, Mr. Lamy was awarded 231,000 non-derivative performance-based restricted stock units on October 30, 2008. These performance-based restricted stock units were issued under the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan. One third of the restricted stock units vests over a three year measurement period, one third vests over a four year measurement period and one third vests over a five year measurement period, in each case, provided that certain performance targets are met during the applicable measurement period and the recipient remains employed by the company through the applicable measurement period. On March 3, 2011, it was determined that the annual performance targets for 2010 were satisfied and 60,317 shares were issued in line with the Restricted Stock Unit Agreement between Mr. Lamy and the Company.

4. Each restricted stock unit represents a contingent right to receive one share of X-Rite stock.

	Kate Baxter for Francis Lamy by Power of Attorney	03/19/2012
	** 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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