UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


SCHEDULE 13G/A
(Amendment No. 1)


Under the Securities Exchange Act of 1934


Rosetta Stone Inc.
(Name of Issuer)


Common Stock, par value $0.00005 per share
(Title of Class of Securities)


777780107
(CUSIP Number)


December 31, 2016
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)


The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 77780107
13G/A
Page 2 of 7 Pages

 
1.
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
 
Roumell Asset Management, LLC ("RAM")
52-2145132
 
 
2.
Check the Appropriate Box if a Member of a Group
 
 
(a) ☐
(b) ☐
 
 
3.
SEC Use Only
 
 
 
4.
Citizenship or Place of Organization
 
Maryland
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
499,761*
 
6.
Shared Voting Power
 
278,864
 
7.
Sole Dispositive Power
 
499,761*
 
8.
Shared Dispositive Power
 
278,864
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
778,625
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
☐ Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
Approximately 3.5% (based on the 22,064,243 shares of common stock outstanding as of November 1, 2016, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).
 
 
12.
Type of Reporting Person
 
IA
 

* Represents shares held by the Roumell Opportunistic Value Fund (the "Fund").   See Item 5 for more information.
CUSIP No. 777780107
13G/A
Page 3 of 7 Pages

 
1.
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
 
James C. Roumell ("Roumell")
 
 
2.
Check the Appropriate Box if a Member of a Group
 
(c) ☐
(d) ☐
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
U.S.A.
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
514,761*
 
6.
Shared Voting Power
 
278,864**
 
7.
Sole Dispositive Power
 
514,761*
 
8.
Shared Dispositive Power
 
278,864**
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
793,625**
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
Approximately 3.6% (based on the 22,064,243 shares of common stock outstanding as of November 1, 2016, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).
 
 
12.
Type of Reporting Person
 
IN
 
* Includes 499,761 shares held by the Fund.  See Item 5 for more information.
 
**
Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial owner of the shares held by RAM.
 
 
CUSIP No. 777780107
13G/A
Page 4 of 7 Pages
 
Item 1(a).
Name of Issuer:
 
 
Rosetta Stone Inc.
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
 
1919 North Lynn St. 7Th Floor
Arlington, Virginia  22209
 
Item 2(a).
Name of Persons Filing:
 
 
1.  Roumell Asset Management, LLC
 
2.  James C. Roumell
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
2 Wisconsin Circle, Suite 660, Chevy Chase, MD  20815
 
Item 2(c).
Citizenship:
 
 
1.  RAM – Maryland
 
2.  Roumell – U.S.A.
Item 2(d).
Title of Class of Securities:
 
 
Common Stock, par value $0.00005 per share
 
Item 2(e).
CUSIP Number:
 
 
777780107
 
Item 3.
If this statement is filed pursuant to Rule 13(d)-1(b), or 13(d)-2(b), or (c), check whether the person filing is a:
(a)
☐ Broker or dealer registered under Section 15 of the Exchange Act.
(b)
☐ Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)
☐ Investment company registered under Section 8 of the Investment Company Act of 1940.
(e)
☒ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)
☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
☒ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)
☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j)
☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
*
RAM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.  Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities.  Roumell is joining in this filing on Schedule 13G/A pursuant to Rule 13d-1(k)(1).


CUSIP No. 777780107
13G/A
Page 5 of 7 Pages

Item 4.        Ownership.
 
(a)
Amount beneficially owned:
 
See Items 5-11 on the cover sheets of this Schedule 13G/A.
 
(b)
Percent of class:
 
Approximately 3.6% (based on the 22,064,243 shares of common stock outstanding as of November 1, 2016, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).
 
(c)
 
Number of shares as to which each person has:
 
(i)
 
Sole power to vote or to direct the vote
 
514,761 (including 15,000 shares held by Roumell)
 
(ii)
 
Shared power to vote or to direct the vote
278,864
 (through RAM)
(iii)
 
Sole power to dispose or to direct the disposition of
 
514,761 (including 15,000 shares held by Roumell)
(iv)
 
Shared power to dispose or to direct the disposition of
 
278,864 (through RAM)

Item 5.     Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than 5% of the class of securities, check the following:  ☒.
RAM is the investment advisor to the Fund.  As investment advisor, RAM has investment and voting control over the shares held by the Fund and, therefore, it is the deemed beneficial owner of shares held by the Fund.
RAM has been granted discretionary dispositive power over its clients' securities and in most instances has voting power over such securities.  Any and all discretionary authority which has been delegated to RAM may be revoked in whole or in part at any time.
Roumell is President of RAM and beneficially owns a controlling percentage of its outstanding voting securities.  Roumell is joining in this Schedule 13G because, as a result of his position with and ownership of securities of RAM, Roumell could be deemed to have voting and/or investment power with respect to the shares beneficially owned by RAM.  Roumell disclaims any deemed beneficial ownership in securities held by RAM, except to the extent of his pecuniary interest therein.
Item 6.     Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
Not applicable.
Item 9.
Notice of Dissolution Group.
Not applicable.


CUSIP No. 777780107
13G/A
Page 6 of 7 Pages
Item. 10.
Certification.
By signing below, the undersigned (i) certify that, to the best of their knowledge and belief, the securities reported herein were acquired in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect and (ii) hereby declare and affirm that the filing of this Schedule 13G shall not be construed as an admission that either of the reporting persons is the beneficial owner of the securities reported herein, which beneficial ownership is hereby expressly disclaimed, except to the extent of their respective pecuniary interest therein.
 
CUSIP No. 777780107
13G/A
Page 7 of 7 Pages

SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2017
(Date)
 
 
/s/ James C. Roumell
(Signature)
 
Roumell Asset Management, LLC
By: James C. Roumell, President
(Name/Title)

February 14, 2017
(Date)
 
 
/s/ James C. Roumell
(Signature)
 
 
James C. Roumell
(Name)
JOINT FILING AGREEMENT



In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them this Schedule 13G (including further amendments thereto) with respect to the common stock of Rosetta Stone Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing.

This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint filing Agreement as of this 11th day of May 2016.

   
       
 
By:
/s/ James C. Roumell  
    James C. Roumell  
     
       

  ROUMELL ASSET MANAGEMENT, LLC  
       
 
By:
/s/ James C. Roumell  
    James C. Roumell, President