SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Tinicum Lantern II, LLC (Last) (First) (Middle) 800 THIRD AVENUE 40TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2008	3. Issuer Name and Ticker or Trading Symbol X RITE INC [ XRIT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.10 per share	10,188,203	D(1)(2)
Common Stock, par value $0.10 per share	52,986	D(1)(3)
Common Stock, par value $0.10 per share	30,478	D(1)(4)
Common Stock, par value $0.10 per share	10,271,667	I	See Footnotes(1)(5)
Common Stock, par value $0.10 per share	10,271,667	I	See Footnotes(1)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Tinicum Lantern II, LLC (Last) (First) (Middle) 800 THIRD AVENUE 40TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* TINICUM CAPITAL PARTNERS II LP (Last) (First) (Middle) C/O TINICUM LANTERN II L.L.C. 800 THIRD AVENUE, 40TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* TINICUM CAPITAL PARTNERS II PARALLEL FUND LP (Last) (First) (Middle) C/O TINICUM LANTERN II L.L.C. 800 THIRD AVENUE, 40TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Tinicum Capital Partners II Executive Fund L.L.C. (Last) (First) (Middle) C/O TINICUM LANTERN II L.L.C. 800 THIRD AVENUE, 40TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* OTOOLE TERENCE M (Last) (First) (Middle) C/O TINICUM LANTERN II L.L.C. 800 THIRD AVENUE, 40TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* RUTTENBERG ERIC M/ (Last) (First) (Middle) C/O TINICUM LANTERN II L.L.C. 800 THIRD AVENUE, 40TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group.

2. The amount of securities shown in this row is owned directly by Tinicum Capital Partners II, L.P. ("TCP II").

3. The amount of securities shown in this row is owned directly by Tinicum Capital Partners II Parallel Fund, L.P. (the "Parallel Fund").

4. The amount of securities shown in this row is owned directly by Tinicum Capital Partners II Executive Fund L.L.C (the "Executive Fund").

5. The amount of securities shown in this row is owned directly by TCP II, the Parallel Fund and the Executive Fund (collectively, the "Funds"). As the general partner to each of TCP II and the Parallel Fund and as the managing member of the Executive Fund, Tinicum Lantern II L.L.C. ("Tinicum Lantern") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Funds. Tinicum Lantern disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or otherwise, except as to securities representing Tinicum Lantern's proportionate interest in each of TCP II and the Parallel Fund.

6. The amount of securities shown in this row is owned directly by the Funds. Each of Terence M. O'Toole and Eric M. Ruttenberg (the "Managing Members"), as a managing member of Tinicum Lantern, may be deemed to be a beneficial owner of the Issuer's securities held by the Funds. The Managing Members disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 or otherwise.

	/s/ Terence M. O'Toole, on his own behalf and as an authorized signer for each of the entities listed in footnotes (2) through (5).	11/04/2008
	/s/ Eric M. Ruttenberg	11/04/2008
	.	11/04/2008
	.	11/04/2008
	.	11/04/2008
	.	11/04/2008
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.