SEC FORM 4

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

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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^*

Friedberg Dan

(Last)

(First)

(Middle)

C/O SAGARD CAPITAL MANAGEMENT CORP

325 GREENWICH AVENUE

(Street)

GREENWICH

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2009

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	08/18/2009		P⁽¹⁾		8,042.6242	A	⁽¹⁾	8,042.6242⁽²⁾	I	See Footnote⁽³⁾
Common Stock								11,807,544	I	See Footnote⁽³⁾
Common Stock								41,870	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant (right to buy)	$0.01	08/18/2009		P		1		⁽⁵⁾	⁽⁵⁾	Common Stock	1,451,345.1971	⁽¹⁾	1⁽⁵⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. Pursuant to the Exchange Agreement, dated August 18, 2009, by and among X-Rite, Incorporated (the "Issuer"), OEPX, LLC, Sagard Capital Partners, L.P., and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C. (the "Exchange Agreement"), Sagard acquired 8,042.62 shares of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock"), and a warrant (the "Warrant") providing Sagard the right, subject to receipt of shareholder approval as described in further detail below, to acquire 1,451,345.20 shares 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 $8,042,624.21 principal amount of loans under the Issuer's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended August 18, 2009.

2. These shares of Preferred Stock were issued pursuant to the Exchange Agreement. The Preferred Stock acquired by Sagard has an initial liquidation preference of $8,042,624.21 and pays 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 23, 2014. The Issuer may, in certain circumstances, pay a portion of the liquidation preference by delivering up to 1,451,345.20 shares of Common Stock of the Issuer (subject to customary adjustments). If the Warrant described in Table II becomes exercisable, this liquidation preference shall no longer be payable. The Preferred Stock is not convertible into shares of Common Stock of the Issuer.

3. The amount shown represents the beneficial ownership of the Issuer's securities by Sagard Capital Partners, L.P., a Delaware limited partnership managed by Sagard Capital Partners Management Corporation ("Sagard"). The Reporting Person is also the President and Chief Executive Officer of Sagard Capital Partners GP, Inc., the general partner of Sagard. The Reporting Person disclaims beneficial ownership of the securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. Consists of restricted stock granted pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of the Reporting Person's service on the Board of Directors of the Issuer. The Reporting Person holds these shares for the benefit of Sagard.

5. The Warrant was issued pursuant to the Exchange Agreement. Sagard's right to exercise the Warrant and receive the Warrant Shares is subject to receipt of shareholder approval ("Shareholder Approval") as set forth in the Exchange Agreement. Following the receipt of Shareholder Approval, the Warrant is exercisable by Sagard at any time. If Shareholder Approval is not obtained at the next shareholder meeting of the Issuer, the Warrant will automatically terminate. The Warrant will expire on the earlier of (i) the failure to receive Shareholder Approval and (ii) August 18, 2019. The inclusion of the Warrant herein shall not be deemed to be an admission that the Reporting Person beneficially owns such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

	Kate Baxter for Daniel M. Friedberg by Power of Attorney	08/20/2009
	** 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).
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