- 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: November 30, 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 * LAMY FRANCIS A	2. Issuer Name and Ticker or Trading Symbol X RITE INC [ XRIT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP- Chief Technology Officer
(Last)          (First)          (Middle) C/O X-RITE, INCORPORATED, 4300 44TH STREET, SE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/15/2012
(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	3/15/2012		M		81427   (1)	A	$ 0	130744	D

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
Employee Stock Option (Right-to-buy)   (2)	$4.55	3/15/2012		A		80585		(2)	3/15/2022	Common Stock	80585	$ 0	80585	D
Restricted Stock Units (RSUs)   (1)	(4)	3/15/2012		M			90475	3/15/2012	(3)	Common Stock	90475	$ 0	80208	D

Explanation of Responses:
( 1)	As part of grant on October 30, 2008, 90,475 non-derivative performance-based restricted stock units were issued under the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan and were eligible for release on March 15, 2012. The vesting schedule, which was voluntarily reported on a Form 4, for these performance stock units was based on the achievement of certain annual performance targets for the Company's fiscal year end 2011. It was determined that the performance targets were not fully met, and therefore only this portion of the restricted stock units were converted to shares and released. The remaining 9,048 RSUs scheduled to vest on March 15, 2012 were forfeited.
( 2)	The stock options will vest in four equal installments: one-fourth of the total award will vest on the first anniversary of the grant date, one-fourth of the total award will vest on the second anniversary of the grant date, one-fourth of the total award will vest on the third anniversary of the grant date, and one-fourth of the total award will vest on the fourth anniversary of the grant date.
( 3)	As voluntarily report on a Form 4 dated November 3, 2008, Mr. Lamy was awarded 231,000 non-derivative 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.
( 4)	Each restricted stock unit represents a contingent right to receive one share of X-Rite stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAMY FRANCIS A C/O X-RITE, INCORPORATED 4300 44TH STREET, SE GRAND RAPIDS, MI 49512			EVP- Chief Technology Officer

Signatures
Kate Baxter for Francis Lamy by Power of Attorney		3/19/2012
** 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 control number.