X0303 4 2009-09-30 0 0000790818 X RITE INC XRIT 0001447892 OEPX, LLC C/O ONE EQUITY PARTNERS 320 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001448688 One Equity Partners III, L.P. 320 PARK AVENUE 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001448689 OEP General Partner III, L.P. 320 PARK AVENUE 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001266797 OEP HOLDING CORP 55 WEST MONROE ST CHICAGO IL 60603 0 0 1 0 Series A Preferred Stock 2009-09-30 4 J 0 424.5785 A 25741.0594 D Common Stock 28571429 D Common Stock 83740 I See footnote Pursuant to the Exchange Agreement, dated August 18, 2009, by and among X-Rite, Incorporated (the "Issuer"), OEPX, LLC ("OEPX"), Sagard Capital Partners, L.P., 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"), OEPX acquired 25,316.48 shares of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock"), and a warrant (the "Warrant") providing OEPX the right, subject to receipt of shareholder approval, to acquire 4,568,527.88 shares of Common Stock of the Issuer at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments) in exchange for the cancellation of $25,316,480.88 principal amount of loans under the Issuer's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended August 18, 2009. The Preferred Stock issued to OEPX as an in-kind dividend has an initial liquidation preference of $1,000 per share and pays quarterly dividends at an annual rate of 14.375%, which dividends may be paid in cash or in additional shares of Preferred Stock at the Issuer's election. The Issuer is required to redeem all of the then outstanding shares of Preferred Stock on January 23, 2014. The Issuer may, in certain circumstances, pay a portion of the liquidation preference, when payable, by delivering shares of Common Stock of the Issuer. If the Warrants held by OEPX become exercisable, this portion of the liquidation preference shall no longer be payable. The shares of Preferred Stock are not convertible into shares of Common Stock of the Issuer. 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. These are shares of Preferred Stock that have been issued as a quarterly in-kind dividend on the Preferred Stock issued to OEPX. These shares of Preferred Stock were issued on September 30, 2009 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 the Issuer with the Michigan Department of Energy, Labor and Economic Growth on August 18, 2009. These securities are held by OEPX. The managing member of OEPX is of One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP"), of which the sole general partner is OEP Holding Corporation ("OEP Holding"), of which the sole stockholder is Bank One Investment Corporation, a Delaware corporation, of which the sole stockholder is JP Morgan Capital Corporation, a Delaware corporation, of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company, of which the sole member is JPMorgan Chase & Co., a Delaware corporation. These securities consist of 41,870 shares of restricted stock granted to each of David M. Cohen and Colin M. Farmer. Mr. Cohen and Mr. Farmer are officers of OEP Holding, which is the general partner of OEP GP, which is the general partner of OEP, which is the managing member of OEPX. These securities were granted to Mr. Farmer and Mr. Cohen pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of their service on the Board of Directors of the Issuer, and Mr. Farmer and Mr. Cohen hold these shares for the benefit of OEP. /s/ Colin Michael Farmer (Authorized Signatory) 2009-10-28