X0303 4 2011-03-30 0 0000790818 X RITE INC XRIT 0001447892 OEPX, LLC 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 0001509226 OEP Parent LLC 320 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 0 1 0 Series A Preferred Stock 2011-03-30 4 J 0 28617.1961 1085.9375 D 0 D Common Stock 33223696 D Common Stock 18012 I See footnote On March 30, 2011, X-Rite, Incorporated (the "Issuer") exercised its right to redeem all shares of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock") previously issued to OEPX, LLC ("OEPX"), 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. The redemption price reflected in Table I includes accrued and unpaid dividends as of March 30, 2011. These shares of Preferred Stock consist of (1) 25,316.48 shares of Preferred Stock acquired pursuant to the Exchange Agreement, dated August 18, 2009, by and among the Issuer, 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") and (ii) 3,300.7161 shares of Preferred Stock that were previously issued as quarterly in-kind dividends on the Preferred Stock issued to OEPX pursuant to the Exchange Agreement. 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 Parent LLC ("OEP Parent"), a Delaware limited liability company, of which the sole member is OEP Holding 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. On April 8, 2010, 38,715 shares of restricted common stock previously granted to David M. Cohen vested and were transferred from Mr. Cohen to OEPX for no consideration. On May 20, 2010, 38,715 shares of restricted common stock previously granted to Colin M. Farmer vested and were transferred from 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 these transfers, such securities are now directly owned by OEPX. These securities consist of (i) 9,006 shares of restricted stock held by Bradley J. Coppens and (ii) 9,006 shares of restricted stock held by Colin M. Farmer. Mr. Coppens and Mr. Farmer are officers of OEP Parent, 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. Coppens and Mr. Farmer pursuant to the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan in consideration of their service on the Board of Directors of the Issuer, and Mr. Coppens and Mr. Farmer 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 2011-03-30