Edgar Filing: Nierenberg David

Ownership Submission

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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3235-0287

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(Print or Type Responses)

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 (Month/Day/Year)
03/13/2019

(Street)

CAMAS, WA 98607

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								232,095 ⁽¹⁾	I	By The D3 Family Fund, LP
Common Stock	03/13/2019		S		34,197 ⁽²⁾	D	$ 23.49	513,311 ⁽¹⁾ ⁽³⁾	I	By The D3 Family Bulldog Fund, LP
Common Stock	03/13/2019		S		1,538 ⁽²⁾	D	$ 23.49	21,542 ⁽¹⁾ ⁽³⁾	I	Haredale Ltd.
Common Stock	03/14/2019		S		30,320 ⁽²⁾	D	$ 22.72	482,991 ⁽¹⁾	I	By The D3 Family Bulldog Fund, LP
Common Stock	03/14/2019		S		1,329 ⁽²⁾	D	$ 22.72	20,213 ⁽¹⁾	I	Haredale Ltd.
Common Stock	03/15/2019		S		19,978 ⁽²⁾	D	$ 22.82	463,013 ⁽¹⁾	I	By The D3 Family Bulldog Fund, LP
Common Stock	03/15/2019		S		828 ⁽²⁾	D	$ 22.82	19,385 ⁽¹⁾	I	Haredale Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nierenberg David 19605 NE 8TH STREET CAMAS, WA 98607	X
HAREDALE LTD 19605 NE 8TH STREET CAMAS, WA 98607	X
D3 Family Fund, LP 19605 NE 8TH STREET CAMAS, WA 98607	X
D3 Family Bulldog Fund, LP 19605 NE 8TH STREET CAMAS, WA 98607	X

Signatures

David Nierenberg		03/15/2019
^**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)	The reporting person disclaims ownership of these securities except to the extent of the reporting person's pecuniary interest therein.
(2)	These shares were sold pursuant to standard re-balancing due to the applicable Funds' practices.
(3)	The DIII Offshore Fund, L.P. which was previously included as a Reporting Person hereunder, was dissolved as of the end of 2018. In connection with its dissolution 16,443 of the Shares previously held by the Offshore Fund were transferred to the Bulldog Fund and 23,080 of the Shares previously held by the Offshore Fund were transferred to the Managed Account.

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