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* OEPX, LLC (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (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) 03/30/2011
	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	03/30/2011		J(1)		28,617.1961(2)	D	$1,085.9375(1)	0(1)	D(1)
Common Stock								33,223,696(3)(4)	D(3)(4)
Common Stock								18,012(5)	I	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

1. Name and Address of Reporting Person* OEPX, LLC (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (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* One Equity Partners III, L.P. (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (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* OEP General Partner III, L.P. (Last) (First) (Middle) 320 PARK AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (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* OEP Parent LLC (Last) (First) (Middle) 320 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10022 (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. 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.

2. 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.

3. 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.

4. 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.

5. 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.

Remarks:

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	03/30/2011
	** Signature of Reporting Person	Date
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