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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Fulkerson Michael S   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) Chief Technology Officer (Last) (First) (Middle) C/O ROSETTA STONE INC., 1919 NORTH LYNN STREET, 7TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/23/2012 (Street) ARLINGTON, VA 22209 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/23/2012   A   4,872 (1) A $ 0 46,518 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Employee Stock Option

$ 3.85

(2)

05/22/2016

Common Stock

29,133

29,133 (2)

D

Employee Stock Option

$ 6.08

(3)

03/21/2017

Common Stock

5,200

5,200 (3)

D

Employee Stock Option

$ 11.64

(4)

04/29/2018

Common Stock

65,000

65,000 (4)

D

Employee Stock Option

$ 18

(5)

04/15/2019

Common Stock

15,015

15,015 (5)

D

Employee Stock Option

$ 25.99

(6)

03/15/2020

Common Stock

8,631

8,631 (6)

D

Employee Stock Option

$ 13.66

(7)

05/26/2021

Common Stock

22,000

22,000 (7)

D

Employee Stock Option

$ 8.95

02/23/2012

A

12,605

(8)

02/23/2022

Common Stock

12,605

$ 8.95 (9)

12,605 (8)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fulkerson Michael S C/O ROSETTA STONE INC. 1919 NORTH LYNN STREET, 7TH FLOOR ARLINGTON, VA 22209			Chief Technology Officer

Signatures

Michael C. Wu, Attorney-in-fact		02/27/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares are subject to forfeiture restrictions that lapse one-quarter per annum beginning one year from February 23, 2012, the date of grant.
(2)	Includes an aggregate of 29,133 fully vested shares. Options vest at a rate of 1/16 per quarter.
(3)	Includes an aggregate of 5,200 fully vested shares. Options vest at a rate of 1/16 per quarter.
(4)	Includes an aggregate of 65,000 fully vested shares. Options vest at a rate of 1/16 per quarter.
(5)	Includes an aggregate of 7,508 fully vested shares. Options vest at a rate of 1/4 per annum.
(6)	Includes an aggregate of 2,158 fully vested shares. Options vest at a rate of 1/4 per annum.
(7)	No options vested. Options vest at a rate of 1/4 per annum.
(8)	Options shall vest at a rate of 1/4 per annum, beginning one year from February 23, 2012, the date of grant.
(9)	The exercise price is equal to the closing price of the common stock of the Corporation on the New York Stock Exchange on February 23, 2012, the date of grant.

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