X0303 4 2011-03-30 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 2011-03-30 5 J 0 9091.2064 1085.9375 D 0 I See footnote Common Stock 13300759 I See footnote Common Stock 9006 D 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 Sagard Capital Partners, L.P ("Sagard") 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) 8,042.62421 shares of Preferred Stock acquired pursuant to the Exchange Agreement, dated August 18, 2009, by and among the Issuer, Sagard, OEPX, LLC, 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) 1,048.58223 shares of Preferred Stock that were previously issued as quarterly in-kind dividends on the Preferred Stock issued to Sagard pursuant to the Exchange Agreement. Sagard is the direct beneficial owner of 9,091.2064 shares of Preferred Stock. Sagard Capital Partners GP, Inc. ("GP") and Sagard Capital Partners Management Corporation ("Sagard Management") are indirect beneficial owners of 9,091.2064 shares of Preferred Stock. Each entity 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. The Reporting Person is the President and Chief Executive Officer of Sagard Management, the investment manager of Sagard, and is the President and Chief Executive Officer of GP, the general partner of Sagard. The Reporting Person disclaims beneficial ownership of the securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. 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 entity 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 restricted stock granted pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of the Reporting Person's service on the Board of Directors of XRIT. The Reporting Person holds these shares` 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. 2011-04-01 /s/ Daniel M. Friedberg, President of Sagard Capital Partners GP, Inc. 2011-04-01 /s/ Daniel M. Friedberg, President of Sagard Capital Partners Management Corporation 2011-04-01