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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
X RITE INC [ XRIT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/03/2011 | M | 60,317(1) | A | $0 | 71,024 | D | |||
Common Stock | 03/03/2011 | D | 10,712(2) | D | $0 | 60,317 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units (RSUs) | (3) | 03/03/2011 | M | 60,317 | (1) | (4) | Common Stock | 60,317 | $0 | 170,683 | D |
Explanation of Responses: |
1. As report on a Form 4 dated November 3, 2008, Mr. Lamy was awarded 231,000 performance-based restricted stock units on October 30, 2008. These performance-based restricted stock units were issued under the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan. One third of the restricted stock units vests over a three year measurement period, one third vests over a four year measurement period and one third vests over a five year measurement period, in each case, provided that certain performance targets are met during the applicable measurement period and the recipient remains employed by the company through the applicable measurement period. On March 3, 2011, it was determined that the annual performance targets for 2010 were satisfied and 60,317 shares were issued in line with the Restricted Stock Unit Agreement between Mr. Lamy and the Company. |
2. These performance-based restricted shares were issued under the X-Rite, Incorporated 2006 Omnibus Long Term Incentive Plan. The vesting schedule for these performance shares was based on the achievement of certain annual performance targets over a period of 3 years for the Company's fiscal years ending 2008, 2009 and 2010. It was determined on March 3, 2011 that the performance targets were not met and therefore the shares were forfeited. |
3. Each restricted stock unit represents a contingent right to receive one share of X-Rite's common stock. |
4. Not applicable. |
Kate Baxter for Francis Lamy by Power of Attorney | 03/07/2011 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |