4//SEC Filing
OEP HOLDING CORP 4
Accession 0001140361-09-030654
CIK 0000790818other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 12:30 PM ET
Size
32.1 KB
Accession
0001140361-09-030654
Insider Transaction Report
Form 4
X RITE INCXRIT
OEP General Partner III, L.P.
10% Owner
Transactions
- Other
Series A Preferred Stock
2009-12-31+925.069→ 26,666.129 total
Holdings
- 33,146,266
Common Stock
- 77,430(indirect: See footnote)
Common Stock
One Equity Partners III, L.P.
10% Owner
Transactions
- Other
Series A Preferred Stock
2009-12-31+925.069→ 26,666.129 total
Holdings
- 33,146,266
Common Stock
- 77,430(indirect: See footnote)
Common Stock
OEP HOLDING CORP
10% Owner
Transactions
- Other
Series A Preferred Stock
2009-12-31+925.069→ 26,666.129 total
Holdings
- 33,146,266
Common Stock
- 77,430(indirect: See footnote)
Common Stock
OEPX, LLC
10% Owner
Transactions
- Other
Series A Preferred Stock
2009-12-31+925.069→ 26,666.129 total
Holdings
- 77,430(indirect: See footnote)
Common Stock
- 33,146,266
Common Stock
Footnotes (6)
- [F1]Pursuant to the Exchange Agreement, dated August 18, 2009, by and among X-Rite, Incorporated (the "Issuer"), OEPX, LLC ("OEPX"), Sagard Capital Partners, L.P., and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C. (the "Exchange Agreement"), OEPX acquired 25,316.48 shares of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock"), and a warrant (the "Warrant") providing OEPX the right to acquire 4,568,527.88 shares of Common Stock of the Issuer at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments) in exchange for the cancellation of $25,316,480.88 principal amount of loans under the Issuer's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended August 18, 2009. On November 17, 2009, OEPX exercised the Warrant and received 4,568,527.88 shares of Common Stock of the Issuer.
- [F2]The Preferred Stock issued to OEPX as an in-kind dividend has an initial liquidation preference of $1,000 per share and pays quarterly dividends at an annual rate of 14.375%, which dividends may be paid in cash or in additional shares of Preferred Stock at the Issuer's election. The Issuer is required to redeem all of the then outstanding shares of Preferred Stock on January 23, 2014. The shares of Preferred Stock are not convertible into shares of Common Stock of the Issuer.
- [F3]The acquisition of these shares of Preferred Stock is being voluntarily reported on this Form 4. The filing of this Form 4 shall not be deemed to be an admission that the receipt of future shares of Preferred Stock as quarterly in-kind dividends requires disclosure on Form 4.
- [F4]These are shares of Preferred Stock that have been issued as a quarterly in-kind dividend on the Preferred Stock issued to OEPX. These shares of Preferred Stock were issued on December 31, 2009 pursuant to the Exchange Agreement in accordance with the terms of the Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed by the Issuer with the Michigan Department of Energy, Labor and Economic Growth on August 18, 2009.
- [F5]These securities are held by OEPX. The managing member of OEPX is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP"), of which the sole general partner is OEP Holding Corporation ("OEP Holding"), a Delaware corporation, of which the sole stockholder is Bank One Investment 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.
- [F6]These securities consist of 38,715 shares of restricted stock granted to each of David M. Cohen and Colin M. Farmer. Mr. Cohen and Mr. Farmer are officers of OEP Holding, 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 and Mr. Cohen pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of their service on the Board of Directors of the Issuer, and Mr. Farmer and Mr. Cohen hold these shares for the benefit of OEP.
Documents
Issuer
X RITE INC
CIK 0000790818
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001266797
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 12:30 PM ET
- Size
- 32.1 KB