X0303 4 2010-06-30 0 0000790818 X RITE INC XRIT 0001423385 Sagard Capital Partners, L.P. 325 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001423388 Sagard Capital Partners GP, Inc. 325 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001423386 Sagard Capital Partners Management CORP 325 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Series A Preferred Stock 2010-06-30 5 J 0 315.3812 A 9091.2604 I See footnote Common Stock 13309765 I See footnote Pursuant to an Exchange Agreement, dated August 18, 2009, by and among 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 XRIT, par value $0.10 per share (the "Preferred Stock"), and a warrant providing Sagard the right, subject to receipt of shareholder approval, to acquire 1,451,345.20 shares of common stock, par value, $0.10 per share ("Shares"), of XRIT 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. 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 XRIT's election. XRIT is required to redeem all of the then outstanding Preferred Stock on January 23, 2014. The Preferred Stock is not convertible into Shares. 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 Sagard. These shares of Preferred Stock were issued on June 30, 2010 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 XRIT with the Michigan Department of Energy, Labor and Economic Growth on August 18, 2009. Sagard is the direct beneficial owner of 9,091.2064 shares of Preferred Stock. GP and Sagard Management are indirect beneficial owners of 9,091.2064 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. Consists of 13,300,759 Shares and 9,006 restricted Shares owned by the Reporting Persons prior to the filing of this Form 4. Sagard is the direct beneficial owner of 13,300,759 Shares. GP and Sagard Management are indirect beneficial owners of 13,300,759 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. 9,006 Restricted Shares are directly held by Daniel M. Friedberg, who holds them for the benefit of Sagard Management. 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. 2010-06-30 /s/ Daniel M. Friedberg, President of Sagard Capital Partners GP, Inc. 2010-06-30 /s/ Daniel M. Friedberg, President of Sagard Capital Partners Management Corporation 2010-06-30