Sec Form 4 Filing - Osmium Partners, LLC @ ROSETTA STONE INC - 2017-09-15

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
Osmium Partners, LLC
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)
300 DRAKES LANDING ROAD, SUITE 172
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2017
(Street)
GREENBRAE, CA94904
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 09/15/2017 S 35,000 D $ 9.0989 ( 1 ) 437,685 I By Osmium Capital, LP ( 2 )
Common Stock 09/15/2017 S 15,000 D $ 9.0989 ( 1 ) 253,298 I By Osmium Capital II, LP ( 2 )
Common Stock 09/15/2017 S 55,000 D $ 9.0989 ( 1 ) 205,842 I By Osmium Diamond, LP ( 2 )
Common Stock 09/15/2017 X 120,000 A $ 5 557,685 I By Osmium Capital, LP ( 2 )
Common Stock 09/15/2017 X 130,000 A $ 7.5 687,685 I By Osmium Capital, LP ( 2 )
Common Stock 09/15/2017 X 20,000 A $ 5 273,298 I By Osmium Capital II, LP ( 2 )
Common Stock 09/15/2017 X 70,000 A $ 7.5 343,298 I By Osmium Capital II, LP ( 2 )
Common Stock 09/15/2017 X 20,000 A $ 5 225,842 I By Osmium Diamond, LP ( 2 )
Common Stock 09/15/2017 X 40,000 A $ 5 209,194 I By Osmium Spartan, LP ( 2 )
Common Stock 661,445 I By Osmium Special Opportunity Fund, LP ( 2 )
Common Stock 92,020 I By John H. Lewis ( 2 )
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
Call Option (right to buy) $ 5 09/15/2017 X 1,200 02/10/2017 09/15/2017 Common Stock 120,000 $ 0 0 I By Osmium Capital, LP ( 2 )
Call Option (right to buy) $ 7.5 09/15/2017 X 1,300 02/03/2017 09/15/2017 Common Stock 130,000 $ 0 0 I By Osmium Capital, LP ( 2 )
Call Option (right to buy) $ 5 09/15/2017 X 200 02/10/2017 09/15/2017 Common Stock 20,000 $ 0 0 I By Osmium Capital II, LP ( 2 )
Call Option (right to buy) $ 7.5 09/15/2017 X 700 02/03/2017 09/15/2017 Common Stock 70,000 $ 0 0 I By Osmium Capital II, LP ( 2 )
Call Option (right to buy) $ 5 09/15/2017 X 400 02/10/2017 09/15/2017 Common Stock 40,000 $ 0 0 I By Osmium Spartan, LP ( 2 )
Call Option (right to buy) $ 5 09/15/2017 X 200 02/10/2017 09/15/2017 Common Stock 20,000 $ 0 0 I By Osmium Diamond, LP ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Osmium Partners, LLC
300 DRAKES LANDING ROAD
SUITE 172
GREENBRAE, CA94904
X
OSMIUM CAPITAL LP
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA94904
X
Osmium Capital II, LP
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA94904
X
OSMIUM SPARTAN L P
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA94904
X
Osmium Diamond, LP
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA94904
X
Osmium Special Opportunity Fund, LP
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA94904
X
Lewis John Hartnett
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA94904
X
Signatures
/s/ John H. Lewis, individually, and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, LP 09/15/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $8.98 to $9.23. The price reported above in Column 4 of Table I reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer complete information regarding the number of shares and prices at which each of the individual transactions was effected.
( 2 )The general partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, LP is Osmium Partners, LLC. John H. Lewis is the controlling member of Osmium Partners, LLC, and Mr. Lewis may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, LP. Mr. Lewis disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Lewis is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

Remarks:
The fund elected to reduce its ownership from 10.5% to slightly under 10% and intends to remain a long term shareholder of the issuer.

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