SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gaehde Nicholas C

(Last)

(First)

(Middle)

1621 NORTH KENT STREET

SUITE 1200

(Street)

ARLINGTON

22209

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Lexia Learning

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	58,225	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	08/15/2023	Common Stock	9,421	$15.91⁽³⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/14/2024	Common Stock	1,829	$11.96⁽⁵⁾	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/12/2025	Common Stock	3,771	$9.78⁽⁷⁾	D
Employee Stock Option (right to buy)	⁽⁸⁾	02/19/2026	Common Stock	40,391	$7.47⁽⁹⁾	D

Explanation of Responses:

1. Includes 47,562 shares of restricted common stock on which forfeiture restrictions have not yet lapsed.

2. Options vest over four years at a rate of 1/4 per year on the anniversary of the grant date, August 15, 2013.

3. 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.

4. Options vest over four years at a rate of 1/4 per year on the anniversary of the grant date, February 14, 2014.

5. 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.

6. Options vest over four years at a rate of 1/4 per year on the anniversary of the grant date, February 12, 2015.

7. 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.

8. Options vest over four years at a rate of 1/4 per year on the anniversary of the grant date, February 19, 2016.

9. 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.

Remarks:

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	08/23/2017
	** 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 5 (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.
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