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

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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^*

ABS PARTNERS IV LLC

(Last)

(First)

(Middle)

400 EAST PRATT STREET

SUITE 910

(Street)

BALTIMORE

21202-3116

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2010

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/24/2010		J⁽¹⁾		5,099,618	D	$0	0	I	By Limited Partnership⁽²⁾

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)

1. Name and Address of Reporting Person^*

ABS PARTNERS IV LLC

(Last)

(First)

(Middle)

400 EAST PRATT STREET

SUITE 910

(Street)

BALTIMORE

21202-3116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ABS CAPITAL PARTNERS IV LP

(Last)

(First)

(Middle)

400 EAST PRATT STREET

SUITE 910

(Street)

BALTIMORE

21202-3116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ABS CAPITAL PARTNERS IV A LP

(Last)

(First)

(Middle)

400 EAST PRATT STREET

SUITE 910

(Street)

BALTIMORE

21202-3116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ABS CAPITAL PARTNERS IV OFFSHORE LP

(Last)

(First)

(Middle)

400 EAST PRATT STREET

SUITE 910

(Street)

BALTIMORE

21202-3116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE LP

(Last)

(First)

(Middle)

400 EAST PRATT STREET

SUITE 910

(Street)

BALTIMORE

21202-3116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On September 24, 2010, all remaining portfolio investments of ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV-Offshore, L.P., ABS Capital Partners IV-Special Offshore, L.P. and ABS Partners IV, L.L.C. (collectively, the "Reporting Persons") were transferred to ABS Capital Partners IV Trust, a liquidating trust, for which ABS Capital Partners, Inc. serves as trustee (the "Trustee"), in connection with the dissolution and liquidation of the Reporting Persons.

2. Shares distributed include (i) 4,512,641 shares of common stock owned by ABS Capital Partners IV, L.P., (ii) 151,083 shares of common stock owned by ABS Capital Partners IV-A, L.P., (iii) 259,175 shares of common stock owned by ABS Capital Partners IV Offshore, L.P., and (iv) 176,719 shares of common stock owned by ABS Capital Partners IV Special Offshore, L.P. ABS Partners IV, L.L.C. is the general partner of each such entity and has voting and dispositive power over these shares. Laura Witt and Phillip Clough, who serve on the issuer's board of directors, were managing members of ABS Partners IV, L.L.C. and are managing directors of the Trustee and may be deemed to share voting or dispositive power over such shares. Ms. Witt and Mr. Clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

	James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners IV Trust, as liquidating trust of ABS Partners IV L.L.C.	06/13/2013
	James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners IV Trust, as liquidating trust of ABS Capital Partners IV, L.P.	06/13/2013
	James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners IV Trust, as liquidating trust of ABS Capital Partners IV-A, L.P.	06/13/2013
	James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners IV Trust, as liquidating trust of ABS Capital Partners IV Offshore, L.P.	06/13/2013
	James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners IV Trust, as liquidating trust of ABS Capital Partners IV Special Offshore, L.P.	06/13/2013
	** 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).
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