FARMER COLIN MICHAEL 4
4 · X RITE INC · Filed May 17, 2012
Insider Transaction Report
Form 4
X RITE INCXRIT
FARMER COLIN MICHAEL
Director
Transactions
- Disposition to Issuer
Common Stock
2012-05-15$5.55/sh−33,247,297$184,522,498→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (Right-to-Buy)
2012-05-15$2.06/sh−15,527$31,986→ 0 totalExercise: $3.49Exp: 2020-05-18→ Common Stock (15,527 underlying) - Disposition to Issuer
Stock Option (Right-to-Buy)
2012-05-15$3.58/sh−87,109$311,850→ 0 totalExercise: $1.97Exp: 2019-05-20→ Common Stock (87,109 underlying) - Disposition to Issuer
Stock Option (Right-to-Buy)
2012-05-15$4.34/sh−81,566$353,996→ 0 totalExercise: $1.21Exp: 2019-04-15→ Common Stock (81,566 underlying) - Disposition to Issuer
Stock Option (Right-to-Buy)
2012-05-15$2.41/sh−7,098$17,106→ 0 totalExercise: $3.14Exp: 2018-10-28→ Common Stock (7,098 underlying) - Disposition to Issuer
Common Stock
2012-05-15$5.55/sh−5,589$31,019→ 0 total - Disposition to Issuer
Stock Option (Right-to-Buy)
2012-05-15$0.98/sh−9,636$9,443→ 0 totalExercise: $4.57Exp: 2021-05-18→ Common Stock (9,636 underlying)
Footnotes (5)
- [F1]These securities represent 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 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.
- [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 common stock were cancelled and exchanged for merger consideration of $5.55 per share in the merger.
- [F3]These securities consist of: (i) 33,241,708 shares held by OEPX and (ii) 5,589 shares of restricted stock granted to Bradley J. Coppens. Mr. Coppens is an officer of OEP Parent. The shares of restricted stock were granted to Mr. Coppens in consideration of his service on the Board of Directors of the Issuer, and Mr. Coppens holds these shares for the benefit of OEP.
- [F4]Pursuant to the Merger Agreement, this option vested in full and was cancelled in the merger in exchange for 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.
- [F5]Consists of stock options granted 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.