Statement of Changes in Beneficial Ownership (4)
June 15 2020 - 4:14PM
Edgar (US Regulatory)
FORM 4
[ ]
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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3235-0287
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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
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1. Name and Address of Reporting Person
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GROSS PATRICK W |
2. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC
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RST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ROSETTA STONE INC., 1621 NORTH KENT STREET, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/11/2020 |
(Street)
ARLINGTON, VA 22209
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | (1) | 6/11/2020 | | A | | 5844 | | (2) | (2) | Common Stock | 5844 | $0.00 | 85833 | D | |
Stock Option (right to buy) | $17.11 | 6/11/2020 | | A | | 7278 | | (3) | 6/11/2030 | Common Stock | 7278 | $0.00 | 7278 | D | |
Explanation of Responses: |
(1) | Each RSU represents the right to receive one share of common stock of the Issuer. |
(2) | RSUs vest at a rate of 1/4 per quarter and become fully vested on June 11, 2021. Delivery of the shares entitled to the Reporting Person will be made upon the Reporting Person's separation from service to the Board of Directors. |
(3) | Options vest at a rate of 1/4 per quarter over one year and become fully vested June 11, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GROSS PATRICK W C/O ROSETTA STONE INC. 1621 NORTH KENT STREET, SUITE 1200 ARLINGTON, VA 22209 | X |
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Signatures
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/s/ Sean Klein, Attorney-in-fact | | 6/15/2020 |
**Signature of Reporting Person | Date |
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