Sec Form 4 Filing - Ludwig Eric B @ ROSETTA STONE INC - 2015-02-10

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 Ludwig Eric B 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) Sr. VP, Global Consumer (Last) (First) (Middle) C/O ROSETTA STONE INC., 1919 NORTH LYNN STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2015 (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 02/10/2015 S 2,553 ( 1 ) D $ 9.79 ( 2 ) 20,535 ( 3 ) 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 Ludwig Eric B C/O ROSETTA STONE INC. 1919 NORTH LYNN STREET, 7TH FLOOR ARLINGTON, VA22209 Sr. VP, Global Consumer Signatures /s/ Sonia G. Cudd, attorney-in-fact 02/12/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were sold pursuant to company instructions to satisfy income tax withholding obligations triggered by grant of fully vested shares under the company's 2009 Omnibus Incentive Plan 2013 Rosetta Stone Inc. Long Term Incentive Program. ( 2 )The sales were aggregated with other sales and took place over the course of three days. The price shown is the average sales price for the aggregate sale and is what the Reporting Person received. The average sales price for each day of aggregated sales was $9.9282, $9.6645 and $9.48. The number of shares sold on each day is an aggregate number, not attributable to a particular seller, and cannot be determined with respect to the Reporting Person. 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 and prices at which the transaction was affected. ( 3 )Includes 8,811 shares of restricted common stock on which forfeiture restrictions have not yet lapsed.

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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