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 *

GROSS PATRICK W		 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)

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  2658 (1)D$30.00 0 D  
Common Stock 10/15/2020  D  73501 (1)D$30.00 0 (2)I Shares held by wife 
Common Stock 10/15/2020  D  32368 (1)D$30.00 0 (2)I Shares held by the Stephanie Gross Trust 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (3)10/15/2020  D     85833   (4) (4)Common Stock 85833  (4)0 D  
Stock Option (right to buy) $13.66 10/15/2020  D     3787   (5)5/26/2021 Common Stock 3787  (5)0 D  
Stock Option (right to buy) $13.78 10/15/2020  D     6150   (5)5/23/2022 Common Stock 6150  (5)0 D  
Stock Option (right to buy) $16.85 10/15/2020  D     4496   (5)5/23/2023 Common Stock 4496  (5)0 D  
Stock Option (right to buy) $9.42 10/15/2020  D     9571   (5)5/20/2024 Common Stock 9571  (5)0 D  
Stock Option (right to buy) $8.50 10/15/2020  D     27966   (5)6/12/2025 Common Stock 27966  (5)0 D  
Stock Option (right to buy) $7.70 10/15/2020  D     14451   (5)5/19/2026 Common Stock 14451  (5)0 D  
Stock Option (right to buy) $11.42 10/15/2020  D     9766   (5)5/19/2027 Common Stock 9766  (5)0 D  
Stock Option (right to buy) $16.12 10/15/2020  D     7364   (5)6/18/2028 Common Stock 7364  (5)0 D  
Stock Option (right to buy) $25.66 10/15/2020  D     5076   (5)5/20/2029 Common Stock 5076  (5)0 D  
Stock Option (right to buy) $17.11 10/15/2020  D     7278   (5)6/11/2030 Common Stock 7278  (5)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.
(2) The Reporting Person has disclaimed beneficial ownership to 73,501 shares of Common Stock held by his spouse and to 32,368 shares of Common Stock held by his daughter under the Stephanie Lovell Irrevocable Trust.
(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
Director10% OwnerOfficerOther
GROSS PATRICK W
C/O ROSETTA STONE INC.
1621 NORTH KENT STREET, SUITE 1200
ARLINGTON, VA 22209		X
Signatures
/s/ Sean J. Klein, Attorney-in-fact10/15/2020
**Signature of Reporting PersonDate
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