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4//SEC Filing

X RITE INC 4

Accession 0001104659-12-038225

CIK 0000790818operating
View on SEC.govCompany Profile

Filed

May 16, 8:00 PM ET

Accepted

May 17, 6:08 PM ET

Size

38.6 KB

Accession

0001104659-12-038225

Insider Transaction Report

Form 4
Period: 2012-05-15
X RITE INCXRIT
OEPX, LLC
10% Owner
Transactions
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$0.98/sh−9,636$9,443→ 0 total
    Exercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.71/sh−87,109$323,174→ 0 total
    Exercise: $1.97Exp: 2018-05-28→ Common Stock (87,109 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.71/sh−87,109$323,174→ 0 total
    Exercise: $1.97Exp: 2018-05-28→ Common Stock (87,109 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$4.34/sh−81,566$353,996→ 0 total
    Exercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$0.98/sh−9,636$9,443→ 0 total
    Exercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$2.06/sh−15,527$31,986→ 0 total
    Exercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.58/sh−7,098$25,411→ 0 total
    Exercise: $3.14Exp: 2019-05-20→ Common Stock (7,098 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$4.34/sh−81,566$353,996→ 0 total
    Exercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying)
  • Disposition to Issuer

    Common Stock

    2011-05-15$5.55/sh−5,589$31,019→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Common Stock

    2011-05-15$5.55/sh−5,589$31,019→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.58/sh−7,098$25,411→ 0 total
    Exercise: $3.14Exp: 2019-05-20→ Common Stock (7,098 underlying)
  • Disposition from Tender

    Common Stock

    2011-05-15$5.55/sh−33,241,708$184,491,479→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$2.06/sh−15,527$31,986→ 0 total
    Exercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying)
OEP Parent LLC
10% Owner
Transactions
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$2.06/sh−15,527$31,986→ 0 total
    Exercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying)
  • Disposition to Issuer

    Common Stock

    2011-05-15$5.55/sh−5,589$31,019→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$2.06/sh−15,527$31,986→ 0 total
    Exercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.58/sh−7,098$25,411→ 0 total
    Exercise: $3.14Exp: 2019-05-20→ Common Stock (7,098 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.71/sh−87,109$323,174→ 0 total
    Exercise: $1.97Exp: 2018-05-28→ Common Stock (87,109 underlying)
  • Disposition from Tender

    Common Stock

    2011-05-15$5.55/sh−33,241,708$184,491,479→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.71/sh−87,109$323,174→ 0 total
    Exercise: $1.97Exp: 2018-05-28→ Common Stock (87,109 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$4.34/sh−81,566$353,996→ 0 total
    Exercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying)
  • Disposition to Issuer

    Common Stock

    2011-05-15$5.55/sh−5,589$31,019→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$0.98/sh−9,636$9,443→ 0 total
    Exercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$0.98/sh−9,636$9,443→ 0 total
    Exercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.58/sh−7,098$25,411→ 0 total
    Exercise: $3.14Exp: 2019-05-20→ Common Stock (7,098 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$4.34/sh−81,566$353,996→ 0 total
    Exercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying)
OEP General Partner III, L.P.
10% Owner
Transactions
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$0.98/sh−9,636$9,443→ 0 total
    Exercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.71/sh−87,109$323,174→ 0 total
    Exercise: $1.97Exp: 2018-05-28→ Common Stock (87,109 underlying)
  • Disposition to Issuer

    Common Stock

    2011-05-15$5.55/sh−5,589$31,019→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$2.06/sh−15,527$31,986→ 0 total
    Exercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.58/sh−7,098$25,411→ 0 total
    Exercise: $3.14Exp: 2019-05-20→ Common Stock (7,098 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.71/sh−87,109$323,174→ 0 total
    Exercise: $1.97Exp: 2018-05-28→ Common Stock (87,109 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$0.98/sh−9,636$9,443→ 0 total
    Exercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$4.34/sh−81,566$353,996→ 0 total
    Exercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying)
  • Disposition to Issuer

    Common Stock

    2011-05-15$5.55/sh−5,589$31,019→ 0 total(indirect: See footnote)
  • Disposition from Tender

    Common Stock

    2011-05-15$5.55/sh−33,241,708$184,491,479→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$2.06/sh−15,527$31,986→ 0 total
    Exercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.58/sh−7,098$25,411→ 0 total
    Exercise: $3.14Exp: 2019-05-20→ Common Stock (7,098 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$4.34/sh−81,566$353,996→ 0 total
    Exercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying)
One Equity Partners III, L.P.
10% Owner
Transactions
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$2.06/sh−15,527$31,986→ 0 total
    Exercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.58/sh−7,098$25,411→ 0 total
    Exercise: $3.14Exp: 2019-05-20→ Common Stock (7,098 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.71/sh−87,109$323,174→ 0 total
    Exercise: $1.97Exp: 2018-05-28→ Common Stock (87,109 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$0.98/sh−9,636$9,443→ 0 total
    Exercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$2.06/sh−15,527$31,986→ 0 total
    Exercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying)
  • Disposition from Tender

    Common Stock

    2011-05-15$5.55/sh−33,241,708$184,491,479→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Common Stock

    2011-05-15$5.55/sh−5,589$31,019→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$0.98/sh−9,636$9,443→ 0 total
    Exercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.58/sh−7,098$25,411→ 0 total
    Exercise: $3.14Exp: 2019-05-20→ Common Stock (7,098 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$4.34/sh−81,566$353,996→ 0 total
    Exercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying)
  • Disposition to Issuer

    Common Stock

    2011-05-15$5.55/sh−5,589$31,019→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$3.71/sh−87,109$323,174→ 0 total
    Exercise: $1.97Exp: 2018-05-28→ Common Stock (87,109 underlying)
  • Disposition to Issuer

    Stock options (Right to Buy)

    2012-05-15$4.34/sh−81,566$353,996→ 0 total
    Exercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying)
Footnotes (8)
  • [F1]These securities consist of 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.
  • [F2]Pursuant to the Agreement and Plan of Merger, dated as of April 10, 2011, by and among Danaher Corporation, Termessos Acquisition Corp., and X-Rite Incorporated (the "Merger Agreement"), all shares of unvested restricted common stock were cancelled and exchanged for merger consideration of $5.55 per share in the merger.
  • [F3]These securities consist of 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.
  • [F4]These securities consist of shares of common stock 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.
  • [F5]Pursuant to the Merger Agreement, these shares of common stock were cancelled and exchanged for merger consideration of $5.55 per share in the tender offer.
  • [F6]These securities consist of stock options for 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.
  • [F7]Pursuant to the Merger Agreement, this option vested in full and was cancelled in the merger in exchange for the right to receive a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $5.55 and the per share exercise price of this option.
  • [F8]These securities consist of stock options for 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.

Documents

1 file

Issuer

X RITE INC

CIK 0000790818

→
Entity typeoperating
IncorporatedMI

Related Parties

1
  • filerCIK 0000790818

Filing Metadata

Form type
4
Filed
May 16, 8:00 PM ET
Accepted
May 17, 6:08 PM ET
Size
38.6 KB
View on SEC.gov