0001209191-20-055078.txt : 20201016 0001209191-20-055078.hdr.sgml : 20201016 20201016170248 ACCESSION NUMBER: 0001209191-20-055078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201015 FILED AS OF DATE: 20201016 DATE AS OF CHANGE: 20201016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hartford M. Sean CENTRAL INDEX KEY: 0001641165 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34283 FILM NUMBER: 201244559 MAIL ADDRESS: STREET 1: ROSETTA STONE INC. STREET 2: 1621 NORTH KENT STREET CITY: ARLINGTON STATE: VA ZIP: 22209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROSETTA STONE INC CENTRAL INDEX KEY: 0001351285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043837082 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1621 NORTH KENT STREET STREET 2: SUITE 1200 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 703-387-5800 MAIL ADDRESS: STREET 1: 1621 NORTH KENT STREET STREET 2: SUITE 1200 CITY: ARLINGTON STATE: VA ZIP: 22209 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-15 1 0001351285 ROSETTA STONE INC RST 0001641165 Hartford M. Sean C/O ROSETTA STONE INC. 1621 NORTH KENT STREET, SUITE 1200 ARLINGTON VA 22209 0 1 0 0 Principal Accounting Officer Common Stock 2020-10-15 4 D 0 19510 30.00 D 0 D Common Stock 2020-10-15 4 D 0 5427 30.00 D 0 D Stock Option (right to buy) 7.47 2020-10-15 4 D 0 2163 D 2026-02-19 Common Stock 2163 0 D 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. Includes 13,367 Company restricted shares outstanding immediately prior to the Effective Time. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each performance share unit ("PSU") that was outstanding and has not been settled was cancelled, and the Reporting Person was entitled to receive an amount in cash equal to $30.00 times the number of shares of common stock underlying such PSU deemed earned based on projected performance against relevant performance goals based on July 2020 forecasts. 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. /s/ Sean J. Klein, Attorney-in-fact 2020-10-15