Sec Form 4 Filing - Nierenberg David @ ROSETTA STONE INC - 2015-04-15

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 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 (MM/DD/YY) 04/15/2015 (Street) CAMAS, WA98607 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

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 Stock Option $ 7.95 ( 1 ) 04/15/2015 A 1,771 ( 2 ) 04/14/2024 Common Stock 1,771 $ 0 1,771 I see FN ( 4 ) Restricted Stock Unit $ 0 04/15/2015 A 1,080 ( 3 ) 04/14/2024 Common Stock 1,080 $ 0 1,080 I see FN ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nierenberg David 19605 NE 8TH STREET CAMAS, WA98607 X Signatures David Nierenberg 04/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise price is equal to the closing price of the common stock of the Issuer on the New York Stock Exchange on April 15, 2015, the date of grant. ( 2 )Pursuant to the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended and restated, 1/4 of the stock options shall be vested and exercisable on the last day of the third month after the date of grant and 1/4 of the shares subject to the option shall become vested each quarter thereafter. ( 3 )Restricted Stock Units are fully vested upon award. Delivery of shares to the reporting person will be made after the date of the reporting person's separation from service to the Board of Directors. ( 4 )By The D3 Family Fund, L.P. (Family Fund), and The D3 Bulldog Fund, L.P. (Bulldog Fund), for which Nierenberg Investment Management Company, Inc. (NIMCO) serves as the general partner. The reporting person serves as President of NIMCO. Under the terms of the partnership agreements governing the Funds, all compensation payable by the Issuer to the reporting person is required to be assigned to the Funds.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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