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* Tinicum Lantern II, LLC (Last) (First) (Middle) 800 THIRD AVENUE 40TH 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) X Other (specify below) Group Owning 10%
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2010
	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, par value $0.10 per share(1)(2)(3)	03/31/2010		J(4)	V	307.955	A	(5)	8,877.1362(5)	D(6)(7)
Series A Preferred Stock, par value $0.10 per share(1)(2)(3)	03/31/2010		J(4)	V	1.6016	A	(5)	46.1674(5)	D(6)(8)
Series A Preferred Stock, par value $0.10 per share(1)(2)(3)	03/31/2010		J(4)	V	0.9212	A	(5)	26.5557(5)	D(6)(9)
Series A Preferred Stock, par value $0.10 per share(1)(2)(3)	03/31/2010		J(4)	V	310.4778	A	(5)	8,949.8593(5)	I	see footnotes(6)(10)
Series A Preferred Stock, par value $0.10 per share(1)(2)(3)	03/31/2010		J(4)	V	310.4778	A	(5)	8,949.8593(5)	I	see footnotes(6)(11)

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* Tinicum Lantern II, LLC (Last) (First) (Middle) 800 THIRD AVENUE 40TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Group Owning 10%

1. Name and Address of Reporting Person* TINICUM CAPITAL PARTNERS II, L.P. (Last) (First) (Middle) 800 THIRD AVENUE 40TH 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* TINICUM CAPITAL PARTNERS II PARALLEL FUND LP (Last) (First) (Middle) 800 THIRD AVENUE 40TH 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* OTOOLE TERENCE M (Last) (First) (Middle) C/O TINICUM LANTERN II, LLC 800 THIRD AVE. 40TH FL. (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* RUTTENBERG ERIC M/ (Last) (First) (Middle) C/O TINICUM LANTERN II, LLC 800 THIRD AVE. 40TH FL. (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* Tinicum Capital Partners II Executive Fund L.L.C. (Last) (First) (Middle) 800 THIRD AVENUE 40TH 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. Pursuant to the Exchange Agreement (the "Exchange Agreement"), dated August 18, 2009, by and among X-Rite, Incorporated (the "Issuer"), OEPX, LLC, Sagard Capital Partners, L.P., Tinicum Capital Partners II, L.P. ("TCP II"), Tinicum Capital Partners II Parallel Fund, L.P. (the "Parallel Fund") and Tinicum Capital Partners II Executive Fund L.L.C. (continued in footnote 2)

2. (the "Executive Fund", and together with TCP II and the Parallel Fund, the "Funds"), TCP II, the Parallel Fund and the Executive Fund acquired 8,135.47088, 42.31017 and 24.33699 shares, respectively, of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock"), and warrants (the "Warrants") providing TCP II, the Parallel Fund and the Executive Fund the right, subject to receipt of shareholder approval (which was obtained on October 28, 2009), to acquire 1,468,099.99871, 7,635.15211 and 4,391.77147 shares, respectively,(continued in footnote 3)

3. of Common Stock of the Issuer (the "Warrant Shares") at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments), in exchange for the cancellation of $8,135,470.88, $42,310.17 and $24,336.99 principal amount, respectively, of loans under the Issuer's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended. The Preferred Stock is not convertible into shares of Common Stock of the Issuer.

4. The acquisition of these shares of Preferred Stock is being voluntarily reported on this Form 4. The filing of this Form 4 shall not be deemed to be an admission that the receipt of future shares of Preferred Stock as quarterly in-kind dividends requires disclosure on Form 4.

5. The shares of Preferred Stock shown in this row were issued to the respective Fund on March 31, 2010 as quarterly in-kind dividends on the Preferred Stock held by the respective Fund 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 "Certificate"). Shares of Preferred Stock issued to the Funds have an initial aggregate liquidation preference as of August 18, 2009 of $8,135,470.88 for TCP II, $42,310.17 for the Parallel Fund and $24,336.99 for the Executive Fund and pay quarterly dividends at an annual rate of 14.375%, which dividends may be paid in additional shares of Preferred Stock at the Issuer's election. The Issuer is required to redeem all of the then outstanding Preferred Stock on January 24, 2014.

6. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group.

7. The amount of securities shown in this row is owned directly by TCP II.

8. The amount of securities shown in this row is owned directly by the Parallel Fund.

9. The amount of securities shown in this row is owned directly by the Executive Fund.

10. The amount of securities shown in this row is owned directly by the Funds with respect to their respective portions. As the general partner to each of TCP II and the Parallel Fund and as the managing member of the Executive Fund, Tinicum Lantern II L.L.C. ("Tinicum Lantern") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Funds. Tinicum Lantern disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or otherwise, except as to securities representing Tinicum Lantern's proportionate interest in each of TCP II and the Parallel Fund.

11. The amount of securities shown in this row is owned directly by the Funds with respect to their respective portions. Each of Terence M. O'Toole and Eric M. Ruttenberg (the "Managing Members"), as a managing member of Tinicum Lantern, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds. The Managing Members disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 or otherwise.

Remarks:

	/s/ Terence M. O'Toole, on his behalf and as an authorized signer for each reporting person	04/01/2010
	/s/ Eric M. Ruttenberg	04/01/2010
	** Signature of Reporting Person	Date
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