0001351285-17-000090.txt : 20170823 0001351285-17-000090.hdr.sgml : 20170823 20170823175535 ACCESSION NUMBER: 0001351285-17-000090 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170821 FILED AS OF DATE: 20170823 DATE AS OF CHANGE: 20170823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gaehde Nicholas C CENTRAL INDEX KEY: 0001714167 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34283 FILM NUMBER: 171047847 MAIL ADDRESS: STREET 1: 1621 NORTH KENT STREET STREET 2: SUITE 1200 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 3 1 wf-form3_150352532203907.xml FORM 3 X0206 3 2017-08-21 0 0001351285 ROSETTA STONE INC RST 0001714167 Gaehde Nicholas C 1621 NORTH KENT STREET SUITE 1200 ARLINGTON VA 22209 0 1 0 0 President, Lexia Learning Common Stock 58225 D Employee Stock Option (right to buy) 15.91 2023-08-15 Common Stock 9421.0 D Employee Stock Option (right to buy) 11.96 2024-02-14 Common Stock 1829.0 D Employee Stock Option (right to buy) 9.78 2025-02-12 Common Stock 3771.0 D Employee Stock Option (right to buy) 7.47 2026-02-19 Common Stock 40391.0 D Includes 47,562 shares of restricted common stock on which forfeiture restrictions have not yet lapsed. Options vest over four years at a rate of 1/4 per year on the anniversary of the grant date, August 15, 2013. The exercise price is equal to the closing price of the common stock of the Issuer on the New York Stock Exchange on August 15, 2013, the date of grant. Options vest over four years at a rate of 1/4 per year on the anniversary of the grant date, February 14, 2014. The exercise price is equal to the closing price of the common stock of the Issuer on the New York Stock Exchange on February 14, 2014, the date of grant. Options vest over four years at a rate of 1/4 per year on the anniversary of the grant date, February 12, 2015. The exercise price is equal to the closing price of the common stock of the Issuer on the New York Stock Exchange on February 12, 2015, the date of grant. Options vest over four years at a rate of 1/4 per year on the anniversary of the grant date, February 19, 2016. The exercise price is equal to the closing price of the common stock of the Issuer on the New York Stock Exchange on February 19, 2016, the date of grant. Mr. Gaehde was designated a Section 16 Officer, effective August 21, 2017, by the Rosetta Stone Inc. Board of Directors on July 28, 2017. Sonia Galindo, Attorney-in-fact 2017-08-23 EX-24 2 a2017poangaehdesecfilings.htm 2017 GAEHDE POWER OF ATTORNEY Exhibit

LIMITED POWER OF ATTORNEY
KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints each of Sonia Galindo and Thomas M. Pierno, and signing singly, the undersigned's true and lawful attorney-in-fact to:
(1)prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Rosetta Stone Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company;

(3)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and

(4)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this limited power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney on this 2nd day of August, 2017.



Signature: /s/ Nicholas Gaehde
Print Name: Nicholas Gaehde