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 * Nierenberg David 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)
(Last)         (First)         (Middle)
19605 NE 8TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
10/15/2020
(Street)
CAMAS, WA 98607
(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    165847 (1) D $30.00  0 (2) I  By The D3 Family Fund, LP 
Common Stock  10/15/2020    D    334692 (1) D $30.00  0 (2) I  By The D3 Family Bulldog Fund, LP 
Common Stock  10/15/2020    D    13954 (1) D $30.00  0 (2) I  Haredale Ltd. 

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
Restricted Stock Unit   (3) 10/15/2020    D        45287    (4)  (4) Common Stock  45287   (4) 0 (2) D   
Stock Option (right to buy)  $7.95  10/15/2020    D        1771    (5) 4/15/2025  Common Stock  1771   (5) 0 (2) D   
Stock Option (right to buy)  $8.50  10/15/2020    D        18323    (5) 6/12/2025  Common Stock  18323   (5) 0 (2) D   
Stock Option (right to buy)  $7.70  10/15/2020    D        14451    (5) 5/19/2026  Common Stock  14451   (5) 0 (2) D   
Stock Option (right to buy)  $11.42  10/15/2020    D        9766    (5) 5/19/2027  Common Stock  9766   (5) 0 (2) D   
Stock Option (right to buy)  $16.12  10/15/2020    D        16200    (5) 6/18/2028  Common Stock  16200   (5) 0 (2) D   
Stock Option (right to buy)  $25.66  10/15/2020    D        5076    (5) 5/20/2029  Common Stock  5076   (5) 0 (2) D   
Stock Option (right to buy)  $17.11  10/15/2020    D        7278    (5) 6/11/2030  Common Stock  7278   (5) 0 (2) 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 holder thereof 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)  Mr. Nierenberg serves as the President of Nierenberg Investment Management Company, Inc. (NIMCO) and Nierenberg Investment Management Offshore, Inc. (NIMO), entities which serve as general partners for The D3 Family Fund, L.P. (Family Fund), The D3 Family Bulldog Fund, L.P. (Bulldog Fund), and Haredale, Ltd. (Haredale). Under the partnership agreements governing these funds, all compensation payable to Mr. Nierenberg for his service on the Issuers Board of Directors, including Mr. Nierenbergs stock options and RSUs, are required to be assigned to the funds. Accordingly, such stock options and RSUs are deemed to be owned indirectly by the Family Fund, the Bulldog Fund and Haredale. The reporting person disclaims ownership of these securities except to the extent of the reporting persons pecuniary interest therein.
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nierenberg David
19605 NE 8TH STREET
CAMAS, WA 98607
X



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