- 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 * Vacchiano Thomas J JR	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 __ X __ Officer (give title below)      _____ Other (specify below) Chief Executive 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		D (1)		17194	D	$ 0	545554	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)   (3)	$4.55	3/15/2012		A		224126		(2)	3/15/2022	Common Stock	224126	$ 0	224126	D

Explanation of Responses:
( 1)	As part of a grant issued on October 30, 2008 vesting over a five year period (2009, 2010, 2011, 2012, 2013) 171,941 performance-based restricted shares issued under the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan were eligible for release from restriction on March 15, 2012. The vesting schedule for these performance shares 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 this portion of the shares scheduled for release from restriction was 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)	Options granted pursuant to the X-Rite, Incorporated 2011 Omnibus Long Term Incentive Plan.

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

Signatures
Kate Baxter for Thomas J. Vacchiano, Jr. 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.
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