FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Hartford M. Sean 2. Issuer Name and Ticker or Trading Symbol ROSETTA STONE INC [ RST ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Principal Accounting Officer
(Last)         (First)         (Middle)
C/O ROSETTA STONE INC., 1621 NORTH KENT STREET, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YYYY)
10/15/2020
(Street)
ARLINGTON, VA 22209
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock  10/15/2020    D    19510 (1) D $30.00  0  D   
Common Stock  10/15/2020    D    5427 (2) D $30.00  0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)  $7.47  10/15/2020    D        2163    (3) 2/19/2026  Common Stock  2163   (3) 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. Includes 13,367 Company restricted shares outstanding immediately prior to the Effective Time.
(2)  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.
(3)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hartford M. Sean
C/O ROSETTA STONE INC.
1621 NORTH KENT STREET, SUITE 1200
ARLINGTON, VA 22209


Principal Accounting Officer

Signatures
/s/ Sean J. Klein, Attorney-in-fact 10/15/2020
**Signature of Reporting Person Date
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