SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Coppens Bradley J

(Last)

(First)

(Middle)

C/O X-RITE, INCORPORATED

4300 44TH STREET, SE

(Street)

GRAND RAPIDS

49512

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2010

3. Issuer Name and Ticker or Trading Symbol
X RITE INC [ XRIT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	33,223,696⁽¹⁾	I	See Footnote.⁽²⁾
Series A Preferred Stock	26,666.1287⁽³⁾	I	See Footnote.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. These securities consist of: (i) 33,146,266 shares held by OEPX, LLC, a Delaware limited liability company ("OEPX") and (ii) 38,715 shares of restricted stock granted to each of David M. Cohen and Colin Michael Farmer. The shares of restricted stock in clause (ii) were granted to Mr. Cohen and Mr. Farmer pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of the their service on the Board of Directors of the Issuer, and Mr. Cohen and Mr. Farmer hold these shares for the benefit of OEP.

2. The Reporting Person is an officer of OEP Holding Corporation, a Delaware corporation, which is the general partner of OEP General Partner III, L.P., a Cayman Islands limited partnership, 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.

3. These securities are held by OEPX.

Remarks:

The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

	Kate Baxter for Bradley J. Coppens by Power of Attorney	03/31/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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