Statement of Changes in Beneficial Ownership (4)
May 13 2020 - 3:07PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Franklin Laurence |
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)
5/11/2020 |
(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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Common Stock | 5/11/2020 | | M | | 18895 | A | (1) | 56952 | D | |
Common Stock | 5/11/2020 | | F | | 13817 (2) | D | $18.19 (3) | 43135 | D | |
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 |
Stock Option (right to buy) | $17.36 | 5/11/2020 | | M | | | 2979 | 8/26/2010 | 8/26/2020 | Common Stock | 2979 | $0.00 | 0 | D | |
Stock Option (right to buy) | $13.78 | 5/11/2020 | | M | | | 6150 | 5/23/2012 | 5/23/2022 | Common Stock | 6150 | $0.00 | 0 | D | |
Stock Option (right to buy) | $11.42 | 5/11/2020 | | M | | | 9766 | 5/19/2017 | 5/19/2027 | Common Stock | 9766 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Shares were acquired at varying exercise prices, as shown in Table II. |
(2) | The reporting person exercised options and withheld shares to pay the option exercise price and any taxes due. |
(3) | This transaction was executed in multiple trades at prices ranging from $18.13 to $18.34 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Franklin Laurence 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 | | 5/13/2020 |
**Signature of Reporting Person | Date |
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