- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * Coppens Bradley J	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)
(Last)          (First)          (Middle) C/O X-RITE, INCORPORATED, 4300 44TH STREET, SE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/18/2011
(Street) GRAND RAPIDS, MI 49512 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. 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   (1)	A	$0	14595   (1)	D   (1)
Common Stock								33238291	I	See footnotes   (2) (3)

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 Option (Right-to-Buy)	$4.57	5/18/2011		A		9636   (4)		5/18/2012	5/18/2021	Common Stock	9636   (4)	$0	9636	D   (4)

Explanation of Responses:
( 1)	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.
( 2)	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.
( 3)	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.
( 4)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Coppens Bradley J C/O X-RITE, INCORPORATED 4300 44TH STREET, SE GRAND RAPIDS, MI 49512	X

Signatures
Kate Baxter for Bradley J. Coppens by Power of Attorney		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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