Sec Form 4 Filing - PIERNO THOMAS M @ ROSETTA STONE INC - 2017-02-22

Insider filing report for Changes in Beneficial Ownership
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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
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
PIERNO THOMAS M
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 Financial Officer
(Last) (First) (Middle)
C/O ROSETTA STONE INC., 1621 NORTH KENT STREET, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2017
(Street)
ARLINGTON, VA22209
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/22/2017 A 31,834 ( 1 ) A $ 0 107,410 ( 2 ) D
Common Stock 02/23/2017 S 2,099 ( 3 ) D $ 7.6317 ( 4 ) 105,311 ( 2 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PIERNO THOMAS M
C/O ROSETTA STONE INC.
1621 NORTH KENT STREET, SUITE 1200
ARLINGTON, VA22209
Chief Financial Officer
Signatures
/s/ Sonia Galindo, Attorney-in-fact 02/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are subject to forfeiture restrictions that lapse one-quarter per annum beginning one year from February 22, 2017, the date of grant.
( 2 )Includes 69,507 shares of restricted common stock on which forfeiture restrictions have not yet lapsed.
( 3 )This number represents shares of Common Stock sold to satisfy the income tax obligation due upon the vesting of 5,320 shares of restricted stock relating to grants dated February 21, 2013, and February 19, 2016, based upon prior designated instructions.
( 4 )This transaction was executed in multiple trades at the same price of $7.6317 per share. 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 sold at each transaction.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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