- Statement of Changes in Beneficial Ownership (4)
May 20 2011 - 2:32PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Coppens Bradley J
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2. Issuer Name
and
Ticker or Trading Symbol
X RITE INC
[
XRIT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O X-RITE, INCORPORATED, 4300 44TH STREET, SE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2011
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(Street)
GRAND RAPIDS, MI 49512
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/18/2011
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A
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5589
(1)
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A
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$0
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14595
(1)
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D
(1)
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Common Stock
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33238291
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I
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See footnotes
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right-to-Buy)
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$4.57
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5/18/2011
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A
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9636
(4)
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5/18/2012
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5/18/2021
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Common Stock
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9636
(4)
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$0
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9636
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D
(4)
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Explanation of Responses:
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(
1)
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These securities consist of 14,595 shares of restricted stock granted to the Reporting Person. The Reporting Person 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 the Reporting Person 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 the Reporting Person holds these shares for the benefit of OEP.
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(
2)
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These securities consist of: (i) 33,223,696 shares held by OEPX and (ii) 14,595 shares of restricted stock granted to Colin M. Farmer. Mr. Farmer is an officer of OEP Parent. The shares of restricted stock in clause (ii) 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.
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(
3)
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The Reporting Person 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.
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(
4)
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Consists of stock options granted pursuant to the X-Rite, Incorporated 2011 Omnibus 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 stock options for the benefit of OEP. The Reporting Person disclaims beneficial ownership of all securities described herein except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Coppens Bradley J
C/O X-RITE, INCORPORATED
4300 44TH STREET, SE
GRAND RAPIDS, MI 49512
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X
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Signatures
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Kate Baxter for Bradley J. Coppens by Power of Attorney
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5/20/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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