Sec Form 4 Filing - Nierenberg David @ ROSETTA STONE INC - 2020-10-15

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) 10/15/2020 (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 Common Stock 10/15/2020 D 165,847 ( 1 ) D $ 30 0 ( 2 ) I By The D3 Family Fund, LP Common Stock 10/15/2020 D 334,692 ( 1 ) D $ 30 0 ( 2 ) I By The D3 Family Bulldog Fund, LP Common Stock 10/15/2020 D 13,954 ( 1 ) D $ 30 0 ( 2 ) I Haredale Ltd.

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 Restricted Stock Unit ( 3 ) 10/15/2020 D 45,287 ( 4 ) ( 4 ) Common Stock 45,287 ( 4 ) 0 ( 2 ) D Stock Option (right to buy) $ 7.95 10/15/2020 D 1,771 ( 5 ) 04/15/2025 Common Stock 1,771 ( 5 ) 0 ( 2 ) D Stock Option (right to buy) $ 8.5 10/15/2020 D 18,323 ( 5 ) 06/12/2025 Common Stock 18,323 ( 5 ) 0 ( 2 ) D Stock Option (right to buy) $ 7.7 10/15/2020 D 14,451 ( 5 ) 05/19/2026 Common Stock 14,451 ( 5 ) 0 ( 2 ) D Stock Option (right to buy) $ 11.42 10/15/2020 D 9,766 ( 5 ) 05/19/2027 Common Stock 9,766 ( 5 ) 0 ( 2 ) D Stock Option (right to buy) $ 16.12 10/15/2020 D 16,200 ( 5 ) 06/18/2028 Common Stock 16,200 ( 5 ) 0 ( 2 ) D Stock Option (right to buy) $ 25.66 10/15/2020 D 5,076 ( 5 ) 05/20/2029 Common Stock 5,076 ( 5 ) 0 ( 2 ) D Stock Option (right to buy) $ 17.11 10/15/2020 D 7,278 ( 5 ) 06/11/2030 Common Stock 7,278 ( 5 ) 0 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nierenberg David 19605 NE 8TH STREET CAMAS, WA98607 X Signatures /s/ Sean J. Klein, Attorney-in-fact 10/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of that certain Agreement and Plan of Merger, dated August 29, 2020, by and among the Issuer, Cambium Holding Corp., a Delaware corporation ("Parent"), and Empower Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Merger Agreement"), immediately prior to the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of common stock, $0.00005 par value per share, of the Company ("Common Stock"), including any outstanding Company restricted shares, was cancelled and the holder thereof was entitled to receive, in respect of each share of Common Stock, an amount (subject to any applicable withholding tax) in cash equal to $30.00. ( 2 )Mr. Nierenberg serves as the President of Nierenberg Investment Management Company, Inc. (NIMCO) and Nierenberg Investment Management Offshore, Inc. (NIMO), entities which serve as general partners for The D3 Family Fund, L.P. (Family Fund), The D3 Family Bulldog Fund, L.P. (Bulldog Fund), and Haredale, Ltd. (Haredale). Under the partnership agreements governing these funds, all compensation payable to Mr. Nierenberg for his service on the Issuers Board of Directors, including Mr. Nierenbergs stock options and RSUs, are required to be assigned to the funds. Accordingly, such stock options and RSUs are deemed to be owned indirectly by the Family Fund, the Bulldog Fund and Haredale. The reporting person disclaims ownership of these securities except to the extent of the reporting persons pecuniary interest therein. ( 3 )Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock. ( 4 )Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each RSU, whether ves ted or unvested, that was outstanding vested in full and was cancelled, and the Reporting Person was entitled to receive, in respect of each share of Common Stock subject to such RSU, an amount (subject to any applicable withholding tax) in cash equal to $30.00. ( 5 )Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each stock option that was outstanding and unexercised vested in full and was cancelled, and the Reporting Person was entitled to receive, in respect of each share of Common Stock subject to such stock option, an amount (subject to any applicable withholding tax) in cash equal to $30.00 minus the exercise price per share subject to such stock option.

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