Sec Form 3 Filing - Norwest Venture Capital Management, Inc. @ ROSETTA STONE INC - 2012-03-28

FORM 3 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 Norwest Venture Capital Management, Inc. 2. Issuer Name and Ticker or Trading Symbol ROSETTA STONE INC [ RST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 80 SOUTH 8TH STREET, 3600 IDS TOWER 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2012 (Street) MINNEAPOLIS, MN55402 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 3,334,002 I By Limited Partnership ( 1 )

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 Norwest Venture Capital Management, Inc. 80 SOUTH 8TH STREET 3600 IDS T OWER MINNEAPOLIS, MN55402 X WELLS FARGO & CO/MN 420 MONTGOMERY STREET SAN FRANCISCO, CA94104 X Signatures /s/ John P. Whaley, EVP of Norwest Venture Capital Management, Inc. 04/02/2012 Signature of Reporting Person Date /s/ Timothy J. Sloan, SEVP and CFO of Wells Fargo & Company 04/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by Norwest Equity Partners VIII, LP ("NEP VIII"). Ownership of such shares was reported by NEP VIII on a Form 4 filed on April 23, 2009. This Form 3 is being filed due to a change in the organizational structure of NEP VIII that resulted in changes to the persons and entities that could be deemed beneficial owners of the shares. Norwest Venture Capital Management, Inc. ("NVCMI") is the managing member of the general partner of NEP VIII and may be deemed to share voting or dispositive power over such shares. NVCMI is a wholly owned subsidiary of Wells Fargo & Company ("WFC"). As such, WFC may be deemed to be a beneficial owner of such shares. NVCMI and WFC disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.

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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