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^*

GROSS PATRICK W

(Last)

(First)

(Middle)

C/O ROSETTA STONE INC.

1621 NORTH KENT STREET, SUITE 1200

(Street)

ARLINGTON

22209

(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		2,658⁽¹⁾	D	$30	0	D
Common Stock	10/15/2020		D		73,501⁽¹⁾	D	$30	0⁽²⁾	I	Shares held by wife
Common Stock	10/15/2020		D		32,368⁽¹⁾	D	$30	0⁽²⁾	I	Shares held by the Stephanie Gross Trust

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			85,833	⁽⁴⁾	⁽⁴⁾	Common Stock	85,833	⁽⁴⁾	0	D
Stock Option (right to buy)	$13.66	10/15/2020		D			3,787	⁽⁵⁾	05/26/2021	Common Stock	3,787	⁽⁵⁾	0	D
Stock Option (right to buy)	$13.78	10/15/2020		D			6,150	⁽⁵⁾	05/23/2022	Common Stock	6,150	⁽⁵⁾	0	D
Stock Option (right to buy)	$16.85	10/15/2020		D			4,496	⁽⁵⁾	05/23/2023	Common Stock	4,496	⁽⁵⁾	0	D
Stock Option (right to buy)	$9.42	10/15/2020		D			9,571	⁽⁵⁾	05/20/2024	Common Stock	9,571	⁽⁵⁾	0	D
Stock Option (right to buy)	$8.5	10/15/2020		D			27,966	⁽⁵⁾	06/12/2025	Common Stock	27,966	⁽⁵⁾	0	D
Stock Option (right to buy)	$7.7	10/15/2020		D			14,451	⁽⁵⁾	05/19/2026	Common Stock	14,451	⁽⁵⁾	0	D
Stock Option (right to buy)	$11.42	10/15/2020		D			9,766	⁽⁵⁾	05/19/2027	Common Stock	9,766	⁽⁵⁾	0	D
Stock Option (right to buy)	$16.12	10/15/2020		D			7,364	⁽⁵⁾	06/18/2028	Common Stock	7,364	⁽⁵⁾	0	D
Stock Option (right to buy)	$25.66	10/15/2020		D			5,076	⁽⁵⁾	05/20/2029	Common Stock	5,076	⁽⁵⁾	0	D
Stock Option (right to buy)	$17.11	10/15/2020		D			7,278	⁽⁵⁾	06/11/2030	Common Stock	7,278	⁽⁵⁾	0	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 Reporting Person 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. The Reporting Person has disclaimed beneficial ownership to 73,501 shares of Common Stock held by his spouse and to 32,368 shares of Common Stock held by his daughter under the Stephanie Lovell Irrevocable Trust.

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).
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