FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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
                      

1. Name and Address of Reporting Person *

OEPX, LLC 		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)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ONE EQUITY PARTNERS, 320 PARK AVENUE, 18TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2011
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/18/2011     A    5589   A $0   14595   (1) I   See footnote   (1)
Common Stock   5/18/2011     A    5589   A $0   14595   (2) I   See footnote   (2)
Common Stock                  33223696   (3) (4) D   (3) (4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Options (Right to Buy)   $4.57   5/18/2011     A      9636       5/18/2012   5/18/2021   Common Stock   9636   $0   (5) 9636   I   (5) See footnote   (5)
Stock Options (Right to Buy)   $4.57   5/18/2011     A      9636       5/18/2012   5/18/2021   Common Stock   9636   $0   (6) 9636   I   (6) See footnote   (6)

Explanation of Responses:
( 1)  These securities consist of 14,595 shares of restricted stock granted to Bradley J. Coppens. Mr. Coppens 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 Mr. Coppens 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 Mr. Coppens holds these shares for the benefit of OEP.
( 2)  These securities consist of 14,595 shares of restricted stock granted to Colin M. Farmer. Mr. Farmer is an officer of OEP Parent LLC, which is the general partner of OEP GP, which is the general partner of OEP, which is the managing member of OEPX. These securities 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.
( 3)  These securities are held by OEPX. The managing member of OEPX is OEP, of which the sole general partner is OEP GP, of which the sole general partner is OEP Parent, of which the sole member is OEP Holding Corporation, a Delaware corporation, of which the sole stockholder is JP Morgan Capital Corporation, a Delaware corporation, of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company, of which the sole member is JPMorgan Chase & Co., a Delaware corporation.
( 4)  On April 8, 2010, 38,715 shares of restricted common stock previously granted to David M. Cohen vested and were transferred from Mr. Cohen to OEPX for no consideration. On May 20, 2010, 38,715 shares of restricted common stock previously granted to Colin M. Farmer vested and were transferred from Mr. Farmer to OEPX for no consideration. Mr. Cohen and Mr. Farmer had previously held such securities for the benefit of OEP, and such securities were deemed to be indirectly beneficially owned by OEPX. As a result of these transfers, such securities are now directly owned by OEPX.
( 5)  These securities consist of stock options for 9,636 shares of common stock granted to Mr. Coppens. Mr. Coppens 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. These securities were granted to Mr. Coppens 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. Coppens holds these stock options for the benefit of OEP.
( 6)  These securities consist of stock options for 9,636 shares of common stock granted to Mr. Farmer. Mr. Farmer 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. These securities 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 stock options for the benefit of OEP.

Remarks:
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OEPX, LLC
C/O ONE EQUITY PARTNERS, 320 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022
X

One Equity Partners III, L.P.
320 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022
X

OEP General Partner III, L.P.
320 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022
X

OEP Parent LLC
320 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10022
X


Signatures
/s/ Colin Michael Farmer 5/20/2011
** 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.
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