exh99_1.htm

0001140361-11-029164.txt : 20110520 0001140361-11-029164.hdr.sgml : 20110520 20110520192055 ACCESSION NUMBER: 0001140361-11-029164 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110518 FILED AS OF DATE: 20110520 DATE AS OF CHANGE: 20110520 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: X RITE INC CENTRAL INDEX KEY: 0000790818 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 381737300 STATE OF INCORPORATION: MI FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: 4300 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49512 BUSINESS PHONE: 6168032203 MAIL ADDRESS: STREET 1: 4300 44TH STREET CITY: GRAND RAPIDS STATE: MI ZIP: 49512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OEPX, LLC CENTRAL INDEX KEY: 0001447892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 11863054 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-455-1560 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: One Equity Partners III, L.P. CENTRAL INDEX KEY: 0001448688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 11863053 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-277-1500 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: One Equity Partners III, LP DATE OF NAME CHANGE: 20081024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OEP General Partner III, L.P. CENTRAL INDEX KEY: 0001448689 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 11863052 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-277-1500 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: OEP General Partner III, LP DATE OF NAME CHANGE: 20081024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OEP Parent LLC CENTRAL INDEX KEY: 0001509226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 11863051 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-277-1500 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc1.xml FORM 4 X0303 4 2011-05-18 0 0000790818 X RITE INC XRIT 0001447892 OEPX, LLC C/O ONE EQUITY PARTNERS, 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 Common Stock 2011-05-18 4 A 0 5589 0 A 14595 I See footnote Common Stock 2011-05-18 4 A 0 5589 0 A 14595 I See footnote Common Stock 33223696 D Stock Options (Right to Buy) 4.57 2011-05-18 4 A 0 9636 0 A 2012-05-18 2021-05-18 Common Stock 9636 9636 I See footnote Stock Options (Right to Buy) 4.57 2011-05-18 4 A 0 9636 0 A 2012-05-18 2021-05-18 Common Stock 9636 9636 I See footnote These securities consist of 14,595 shares of restricted stock granted to Bradley J. Coppens. Mr. Coppens is an officer of OEP Parent LLC, a Delaware limited liability company ("OEP Parent"), which is the general partner of OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP"), which is the general partner of One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), which is the managing member of OEPX, LLC, a Delaware limited liability company ("OEPX"). These securities were granted to Mr. Coppens pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of his service on the Board of Directors of X-Rite, Incorporated (the "Issuer") and Mr. Coppens holds these shares for the benefit of OEP. These securities consist of 14,595 shares of restricted stock granted to Colin M. Farmer. Mr. Farmer is an officer of OEP Parent LLC, 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. Farmer pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of his service on the Board of Directors of the Issuer and Mr. Farmer holds these shares for the benefit of OEP. These securities are held by OEPX. The managing member of OEPX is OEP, of which the sole general partner is OEP GP, of which the sole general partner is OEP Parent, 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 stock options for 9,636 shares of common stock granted to Mr. Coppens. Mr. Coppens is an officer 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 pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of his service on the Board of Directors of the Issuer and Mr. Coppens holds these stock options for the benefit of OEP. These securities consist of stock options for 9,636 shares of common stock granted to Mr. Farmer. Mr. Farmer is an officer 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. Farmer pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan in consideration of his service on the Board of Directors of the Issuer and Mr. Farmer holds these stock options 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 2011-05-20 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS exh99_1.htm

Exhibit 99.1

Joint Filer Information

Date of Earliest Transaction: May 18, 2011

Issuer Name and Ticker or Trading

Symbol: X-Rite, Incorporated (“XRIT”)

Designated Filer: OEPX, LLC

Other Joint Filers: One Equity Partners III, L.P.

320 Park Avenue, 18th Floor

New York, NY 10022

OEP General Partner III, L.P.

320 Park Avenue, 18th Floor

New York, NY 10022

OEP Parent LLC

320 Park Avenue, 18th Floor

New York, NY 10022

Signatures: ONE EQUITY PARTNERS III, L.P.

By: OEP General Partner III, L.P.

as its general partner

By: OEP Parent LLC

as its general partner

By: /s/ Colin M. Farmer

Name: Colin M. Farmer

Title: Managing Director

OEP GENERAL PARTNER III, L.P.

By: OEP Parent LLC

as its general partner

By: /s/ Colin M. Farmer

Name: Colin M. Farmer

Title: Managing Director

OEP PARENT LLC

By: /s/ Colin M. Farmer

Name: Colin M. Farmer

Title: Managing Director