SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nierenberg David

(Last)

(First)

(Middle)

19605 NE 8TH STREET

(Street)

CAMAS

98607

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC [ RST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/15/2020		D		165,847⁽¹⁾	D	$30	0⁽²⁾	I	By The D3 Family Fund, LP
Common Stock	10/15/2020		D		334,692⁽¹⁾	D	$30	0⁽²⁾	I	By The D3 Family Bulldog Fund, LP
Common Stock	10/15/2020		D		13,954⁽¹⁾	D	$30	0⁽²⁾	I	Haredale Ltd.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	10/15/2020		D			45,287	⁽⁴⁾	⁽⁴⁾	Common Stock	45,287	⁽⁴⁾	0⁽²⁾	D
Stock Option (right to buy)	$7.95	10/15/2020		D			1,771	⁽⁵⁾	04/15/2025	Common Stock	1,771	⁽⁵⁾	0⁽²⁾	D
Stock Option (right to buy)	$8.5	10/15/2020		D			18,323	⁽⁵⁾	06/12/2025	Common Stock	18,323	⁽⁵⁾	0⁽²⁾	D
Stock Option (right to buy)	$7.7	10/15/2020		D			14,451	⁽⁵⁾	05/19/2026	Common Stock	14,451	⁽⁵⁾	0⁽²⁾	D
Stock Option (right to buy)	$11.42	10/15/2020		D			9,766	⁽⁵⁾	05/19/2027	Common Stock	9,766	⁽⁵⁾	0⁽²⁾	D
Stock Option (right to buy)	$16.12	10/15/2020		D			16,200	⁽⁵⁾	06/18/2028	Common Stock	16,200	⁽⁵⁾	0⁽²⁾	D
Stock Option (right to buy)	$25.66	10/15/2020		D			5,076	⁽⁵⁾	05/20/2029	Common Stock	5,076	⁽⁵⁾	0⁽²⁾	D
Stock Option (right to buy)	$17.11	10/15/2020		D			7,278	⁽⁵⁾	06/11/2030	Common Stock	7,278	⁽⁵⁾	0⁽²⁾	D

Explanation of Responses:

1. Pursuant to the terms of that certain Agreement and Plan of Merger, dated August 29, 2020, by and among the Issuer, Cambium Holding Corp., a Delaware corporation ("Parent"), and Empower Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Merger Agreement"), immediately prior to the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of common stock, $0.00005 par value per share, of the Company ("Common Stock"), including any outstanding Company restricted shares, was cancelled and the holder thereof was entitled to receive, in respect of each share of Common Stock, an amount (subject to any applicable withholding tax) in cash equal to $30.00.

2. Mr. Nierenberg serves as the President of Nierenberg Investment Management Company, Inc. (NIMCO) and Nierenberg Investment Management Offshore, Inc. (NIMO), entities which serve as general partners for The D3 Family Fund, L.P. (Family Fund), The D3 Family Bulldog Fund, L.P. (Bulldog Fund), and Haredale, Ltd. (Haredale). Under the partnership agreements governing these funds, all compensation payable to Mr. Nierenberg for his service on the Issuers Board of Directors, including Mr. Nierenbergs stock options and RSUs, are required to be assigned to the funds. Accordingly, such stock options and RSUs are deemed to be owned indirectly by the Family Fund, the Bulldog Fund and Haredale. The reporting person disclaims ownership of these securities except to the extent of the reporting persons pecuniary interest therein.

3. Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock.

4. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each RSU, whether vested or unvested, that was outstanding vested in full and was cancelled, and the Reporting Person was entitled to receive, in respect of each share of Common Stock subject to such RSU, an amount (subject to any applicable withholding tax) in cash equal to $30.00.

5. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each stock option that was outstanding and unexercised vested in full and was cancelled, and the Reporting Person was entitled to receive, in respect of each share of Common Stock subject to such stock option, an amount (subject to any applicable withholding tax) in cash equal to $30.00 minus the exercise price per share subject to such stock option.

Remarks:

	/s/ Sean J. Klein, Attorney-in-fact	10/15/2020
	** 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 Number.