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* Sagard Capital Partners, L.P. (Last) (First) (Middle) 325 GREENWICH AVENUE (Street) GREENWICH CT 06830 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/18/2009
	4. 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 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
Series A Preferred Stock	08/18/2009		P(1)		8,042.6242	A	(1)	8,042.6242(2)	I(3)	See footnote(3)
Common Stock								11,849,414(4)	I(5)	See footnote(5)

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
Common Stock Warrants (right to buy)(4)	$0.01	08/18/2009		A		1(1)		(6)	(6)	Common Stock	1,451,345.1971	$0	1(1)	I	See footnote(7)

1. Name and Address of Reporting Person* Sagard Capital Partners, L.P. (Last) (First) (Middle) 325 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sagard Capital Partners GP, Inc. (Last) (First) (Middle) 325 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sagard Capital Partners Management CORP (Last) (First) (Middle) 325 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to an Exchange Agreement, dated August 18, 2009, by and among the XRIT, OEPX, LLC, Sagard 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"), Sagard acquired 8,042.62 shares of Series A Cumulative Preferred Stock of the XRIT, par value $0.10 per share (the "Preferred Stock"), and a warrant (the "Warrant") providing Sagard the right, subject to receipt of shareholder approval as described in further detail below, to acquire 1,451,345.20 shares of common stock, par value, $0.10 per share ("Shares"), of XRIT (the "Warrant Shares") at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments) in exchange for the cancellation of $8,042,624.21 principal amount of loans under XRIT's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended August 18, 2009.

2. The Preferred Stock acquired by Sagard has an initial liquidation preference of $8,042,624.21 and pays quarterly dividends at an annual rate of 14.375%, which dividends may be paid in additional shares of Preferred Stock at the XRIT's election. XRIT is required to redeem all of the then outstanding Preferred Stock on January 23, 2014. XRIT may, in certain circumstances, pay a portion of the liquidation preference by delivering up to 1,451,345.20 Shares (subject to customary anti-dilution adjustments). If the Warrant described in Table II below becomes exercisable, this liquidation preference shall no longer be payable. The Preferred Stock is not convertible into Shares.

3. Sagard is the direct beneficial owner of 8,042.62 shares of Preferred Stock. GP and Sagard Management are indirect beneficial owners of 8,042.62 shares of Preferred Stock. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.

4. Consists of 11,807,544 Shares and 41,870 restricted Shares owned by the Reporting Persons prior to the filing of this Form 4.

5. Sagard is the direct beneficial owner of 11,807,544 Shares. GP and Sagard Management are indirect beneficial owners of 11,807,544 Shares. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein. 41,870 Restricted Shares are directly held by Daniel M. Friedberg, who holds them for the benefit of Sagard Management.

6. The Warrant was issued pursuant to the Exchange Agreement. Sagard's right to exercise the Warrant and to receive the Warrant Shares is subject to receipt of shareholder approval ("Shareholder Approval") as set forth in the Exchange Agreement. Following the receipt of Shareholder Approval, the Warrant will be exercisable by Sagard at any time. If Shareholder Approval is not obtained at the next shareholder meeting of XRIT, the Warrant will automatically terminate. The Warrant expires on the earlier of (i) the failure to receive Shareholder Approval and (ii) August 18, 2019. The inclusion of the Warrant herein shall not be deemed to be an admission that the Reporting Persons beneficially own such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

7. Sagard is the direct beneficial owner of the Warrant. GP and Sagard Management are indirect beneficial owners of the Warrant. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.

Remarks:

This Form 4 is being filed by Sagard Capital Partners, L.P., a Delaware limited partnership ("Sagard"), Sagard Capital Partners GP, Inc., a Delaware corporation ("GP"), and Sagard Capital Partners Management Corporation, a Delaware corporation ("Sagard Management," and together with Sagard and GP, the "Reporting Persons"). As a result of direct and indirect securities holdings, Power Corporation of Canada and Mr. Paul G. Desmarais may each be deemed (i) to control the Reporting Persons, although the filing of this Form 4 shall not be construed as an admission that any such control relationship actually exists, and (ii) to beneficially own the securities reported herein. Each of Power Corporation of Canada and Mr. Paul G. Desmarais disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

	/s/ Daniel M. Friedberg, President of Sagard Capital Partners, L.P.	08/20/2009
	/s/ Daniel M. Friedberg, President of Sagard Capital Partners GP, Inc.	08/20/2009
	/s/ Daniel M. Friedberg, President of Sagard Capital Partners Management Corporation	08/20/2009
	** Signature of Reporting Person	Date
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