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
X	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* FARMER COLIN MICHAEL (Last) (First) (Middle) C/O X-RITE, INCORPORATED 4300 44TH STREET, SE (Street) GRANT 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/15/2012
	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	05/15/2012		D		5,589(1)	D	$5.55(2)	0	D
Common Stock	05/15/2012		D		33,247,297(3)	D	$5.55(2)	0	I	See footnote(3)

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 Option (Right-to-Buy)	$4.57	05/15/2012		D			9,636	(4)	05/18/2021(4)	Common Stock	9,636	$0.98	0	D(5)
Stock Option (Right-to-Buy)	$3.49	05/15/2012		D			15,527	(4)	05/18/2020(4)	Common Stock	15,527	$2.06	0	D(5)
Stock Option (Right-to-Buy)	$3.14	05/15/2012		D			7,098	(4)	10/28/2018(4)	Common Stock	7,098	$2.41	0	D(5)
Stock Option (Right-to-Buy)	$1.97	05/15/2012		D			87,109	(4)	05/20/2019(4)	Common Stock	87,109	$3.58	0	D(5)
Stock Option (Right-to-Buy)	$1.21	05/15/2012		D			81,566	(4)	04/15/2019(4)	Common Stock	81,566	$4.34	0	D(5)

Explanation of Responses:

1. These securities represent restricted stock granted to the Reporting Person. The Reporting Person is an officer of OEP Parent LLC, a Delaware limited liability company ("OEP Parent"), which is the general partner of OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP"), which is the general partner of One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), which is the managing member of OEPX, LLC, a Delaware limited liability company ("OEPX"). These securities were granted to the Reporting Person in consideration of his service on the Board of Directors of X-Rite, Incorporated (the "Issuer") and the Reporting Person holds these shares for the benefit of OEP.

2. Pursuant to the Agreement and Plan of Merger, dated as of April 10, 2011, by and among Danaher Corporation, Termessos Acquisition Corp., and X-Rite, Incorporated (the "Merger Agreement"), all shares of common stock were cancelled and exchanged for merger consideration of $5.55 per share in the merger.

3. These securities consist of: (i) 33,241,708 shares held by OEPX and (ii) 5,589 shares of restricted stock granted to Bradley J. Coppens. Mr. Coppens is an officer of OEP Parent. The shares of restricted stock were granted to Mr. Coppens in consideration of his service on the Board of Directors of the Issuer, and Mr. Coppens holds these shares for the benefit of OEP.

4. Pursuant to the Merger Agreement, this option vested in full and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $5.55 and the per share exercise price of this option.

5. Consists of stock options granted in consideration of the Reporting Person's service on the Board of Directors of the Issuer. The Reporting Person holds these stock options for the benefit of OEP. The Reporting Person disclaims beneficial ownership of all securities described herein except to the extent of his pecuniary interest therein.

	Kate Baxter for Colin Michael Farmer by Power of Attorney	05/17/2012
	** 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).
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