X0303 4 2009-11-17 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 320 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2009-11-17 4 X 0 4568527 A 33146266 D Common Stock 77430 I See footnote Common Stock Warrant (right to buy) 0.01 2009-11-17 4 X 0 1 D 2009-10-28 2019-08-18 Common Stock 4568527.88 0 D On November 17, 2009, OEPX, LLC ("OEPX") exercised a warrant (the "Warrant") to purchase 4,568,527.88 shares of Common Stock of X-Rite, Incorporated (the "Issuer") at an exercise price of $0.01 per share. Pursuant to the terms of the Warrant, OEPX received cash in lieu of fractional shares. On October 28, 2009, 3,155 shares of restricted common stock previously granted to each of David M. Cohen and Colin M. Farmer vested and were transferred from Mr. Cohen and Mr. Farmer to OEPX for no consideration. Mr. Cohen and Mr. Farmer had previously held such securities for the benefit of OEP, and such securities were deemed to be indirectly beneficially owned by OEPX. As a result of this transfer, such securities are now directly owned by OEPX. These securities are held by OEPX. The managing member of OEPX is 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 38,715 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. /s/ Colin Michael Farmer, Authorized Signatory 2009-11-19