SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ABS PARTNERS IV LLC

(Last) (First) (Middle)
400 E. PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/21/2009 C 6,800,508 A $0 7,556,120 I By limited partnership(1)
Common Stock 04/21/2009 S 2,456,502 D $16.74 5,099,618 I By limited partnership(2)(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series A-1 Preferred (4) 04/21/2009 C 261,558 (4) (4) Common Stock 6,800,508 $0 0 I See Footnote(1)
1. Name and Address of Reporting Person*
ABS PARTNERS IV LLC

(Last) (First) (Middle)
400 E. PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABS CAPITAL PARTNERS IV A LP

(Last) (First) (Middle)
400 E. PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABS CAPITAL PARTNERS IV OFFSHORE LP

(Last) (First) (Middle)
400 E. PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE LP

(Last) (First) (Middle)
400 E. PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABS CAPITAL PARTNERS IV LP

(Last) (First) (Middle)
400 E. PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
Explanation of Responses:
1. Shares of common stock upon conversion of preffered stock include (i) 6,017,752 shares by ABS Capital Partners IV, L.P., (ii) 201,474 shares by ABS Capital Partners IV-A, LP, (iii) 345,618 shares by ABS Capital Partners Offshore, LP, and (iv) 235,664 shares by ABS Capital Partners Special Offshore, LP. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Laura Witt and Phillip Clough are managing members of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt and Mr. Clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
2. Shares sold include (i) 2,173,753 shares of common stock owned by ABS Capital Partners IV, L.P., (ii) 72,777 shares of common stock owned by ABS Capital Partners IV-A, LP., (iii) 124,845 shares of common stock owned by ABS Capital Partners IV Offshore, L.P., and (iv) 85,127 shares of common stock owned by ABS Capital Partners IV Special Offshore, L.P. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Laura Witt and Phillip Clough are managing members of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt and Mr. Clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
3. Shares of common stock held after sale include (i) 4,512,641 shares by ABS Capital Partners IV, LP, (ii) 151,083 shares by ABS Capital Partners IV-A, LP, (iii) 259,175 shares by ABS Capital Partners Offshore, LP, and (iv) 176,719 shares by ABS Capital Partners Special Offshore, LP. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Laura Witt and Phillip Clough are managing members of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt and Mr. Clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
4. The Series A-1 Preferred Stock automatically converted into common stock upon the closing of the initial public offering of the issuer for no additional consideration.
Michael Wu, by power of attorney 04/22/2009
** Signature of Reporting Person Date
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).
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