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
X	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) 05/15/2012
	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
Common Stock	05/15/2012		D		5,589	D	$5.55(1)	0	I	See footnote(2)
Common Stock	05/15/2012		D		13,309,765	D	$5.55(1)	0	D(3)

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
Stock Options (Right to Buy)(5)	$4.57	05/15/2012		D			9,636	(4)	05/18/2021(4)	Common Stock	9,636	$0.98	0	I	See footnote(6)
Stock Options (Right to Buy)(5)	$3.49	05/15/2012		D			15,527	(4)	05/18/2020(4)	Common Stock	15,527	$2.06	0	I	See footnote(6)
Stock Options (Right to Buy)(5)	$3.14	05/15/2012		D			7,098	(4)	10/28/2018(4)	Common Stock	7,098	$2.41	0	I	See footnote(6)
Stock Options (Right to Buy)(5)	$1.97	05/15/2012		D			87,109	(4)	05/20/2019(4)	Common Stock	87,109	$3.58	0	I	See footnote(6)
Stock Options (Right to Buy)(5)	$1.21	05/15/2012		D			83,941	(4)	04/15/2019(4)	Common Stock	83,941	$4.34	0	I	See footnote(6)

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 the Agreement and Plan of Merger, dated as of April 10, 2012, by and among X-Rite, Incorporated (the "Issuer"), Danaher Corporation, and Termessos Acquisition Corp. (the "Merger Agreement"), all shares of common stock were cancelled and exchanged for merger consideration of $5.55 per share in the merger.

2. Consists of restricted stock granted pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of Daniel M. Friedberg's service on the Board of Directors of the Issuer. The amount shown represents the registered ownership of the Issuer's securities by Daniel M. Friedberg, who holds the equity for the benefit of Sagard Management. Daniel M. Friedberg is the President and Chief Executive Officer of Sagard Management.

3. The amount shown represents the beneficial ownership of the Issuer's securities by Sagard. Sagard Management and GP are indirect beneficial owners of the amount shown. 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, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.

4. Pursuant to the Merger Agreement, this option vested in full and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $5.55 and the per share exercise price of this option.

5. Options granted pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan.

6. These options are directly held by Daniel M. Friedberg, who holds them for the benefit of Sagard Management.

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.	05/17/2012
	/s/ Daniel M. Friedberg, President of Sagard Capital Partners GP, Inc.	05/17/2012
	/s/ Daniel M. Friedberg, President of Sagard Capital Partners Management Corporation	05/17/2012
	** Signature of Reporting Person	Date
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