SCHEDULE 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZZN+Muw3mmKpZGwj1BGLyYLoBkyb+yoUoXIH+RbHTllxgLrCvOgaS8QYaN2Epbe 72syUSkZd48oLsuLLrPp1Q== 0001193125-10-030463.txt : 20100212 0001193125-10-030463.hdr.sgml : 20100212 20100212151139 ACCESSION NUMBER: 0001193125-10-030463 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: ABS CAPITAL PARTNERS IV-A, L.P. GROUP MEMBERS: ABS CAPITAL PARTNERS IV-OFFSHORE, L.P. GROUP MEMBERS: ABS CAPITAL PARTNERS IV-SPECIAL OFFSHORE, L.P. GROUP MEMBERS: ABS PARTNERS IV, L.L.C. GROUP MEMBERS: LAURA L. WITT GROUP MEMBERS: PHILLIP A. CLOUGH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROSETTA STONE INC CENTRAL INDEX KEY: 0001351285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043837082 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85255 FILM NUMBER: 10598344 BUSINESS ADDRESS: STREET 1: 1919 NORTH LYNN STREET STREET 2: SUITE 700 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 1-800-788-0822 MAIL ADDRESS: STREET 1: 1919 NORTH LYNN STREET STREET 2: SUITE 700 CITY: ARLINGTON STATE: VA ZIP: 22209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABS CAPITAL PARTNERS IV LP CENTRAL INDEX KEY: 0001119967 IRS NUMBER: 522253391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 400 EAST PRATT STREET STREET 2: SUITE 910 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102465600 MAIL ADDRESS: STREET 1: 400 EAST PRATT STREET STREET 2: SUITE 910 CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G 1 dsc13g.htm SCHEDULE 13G SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b).

(Amendment No. )*

Rosetta Stone, Inc.

(Name of issuer)

Common Stock, $.00005 par value per share

(Title of class of securities)

777780107

(CUSIP number)

December 31, 2009

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 777780107		SCHEDULE 13G		Page 2 of 11 Pages


(1)	Names of reporting persons. ABS Capital Partners IV, L.P.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
(3)	SEC use only
(4)	Citizenship or place of organization Delaware, USA
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power N/A
		(6)	Shared voting power 4,512,641
		(7)	Sole dispositive power N/A
		(8)	Shared dispositive power 4,512,641
(9)	Aggregate amount beneficially owned by each reporting person 4,512,641
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 22.2% (Based on 20,363,616 shares outstanding as filed on November 13, 2009 in the Issuer’s 10-Q for the period ended September 30, 2009 (File No. 001-34283))
(12)	Type of reporting person (see instructions) PN (Limited Partnership)


CUSIP No. 777780107		SCHEDULE 13G		Page 3 of 11 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT!


(1)	Names of reporting persons. ABS Capital Partners IV-A, L.P.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
(3)	SEC use only
(4)	Citizenship or place of organization Delaware, USA
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power N/A
		(6)	Shared voting power 151,083
		(7)	Sole dispositive power N/A
		(8)	Shared dispositive power 151,083
(9)	Aggregate amount beneficially owned by each reporting person 151,083
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 0.7% (Based on 20,363,616 shares outstanding as filed on November 13, 2009 in the Issuer’s 10-Q for the period ended September 30, 2009 (File No. 001-34283))
(12)	Type of reporting person (see instructions) PN (Limited Partnership)


CUSIP No. 777780107		SCHEDULE 13G		Page 4 of 11 Pages


(1)	Names of reporting persons. ABS Capital Partners IV-Offshore, L.P.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
(3)	SEC use only
(4)	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power N/A
		(6)	Shared voting power 259,175
		(7)	Sole dispositive power N/A
		(8)	Shared dispositive power 259,175
(9)	Aggregate amount beneficially owned by each reporting person 259,175
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 1.3% (Based on 20,363,616 shares outstanding as filed on November 13, 2009 in the Issuer’s 10-Q for the period ended September 30, 2009 (File No. 001-34283))
(12)	Type of reporting person (see instructions) PN (Limited Partnership)


CUSIP No. 777780107		SCHEDULE 13G		Page 5 of 11 Pages


(1)	Names of reporting persons. ABS Capital Partners IV-Special Offshore, L.P.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
(3)	SEC use only
(4)	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power N/A
		(6)	Shared voting power 176,719
		(7)	Sole dispositive power N/A
		(8)	Shared dispositive power 176,719
(9)	Aggregate amount beneficially owned by each reporting person 176,719
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 0.9% (Based on 20,363,616 shares outstanding as filed on November 13, 2009 in the Issuer’s 10-Q for the period ended September 30, 2009 (File No. 001-34283))
(12)	Type of reporting person (see instructions) PN (Limited Partnership)


CUSIP No. 777780107		SCHEDULE 13G		Page 6 of 11 Pages


(1)	Names of reporting persons. ABS Partners IV, L.L.C.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
(3)	SEC use only
(4)	Citizenship or place of organization Delaware, USA
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power N/A
		(6)	Shared voting power 5,099,618
		(7)	Sole dispositive power N/A
		(8)	Shared dispositive power 5,099,618
(9)	Aggregate amount beneficially owned by each reporting person 5,099,618
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 25.0% (Based on 20,363,616 shares outstanding as filed on November 13, 2009 in the Issuer’s 10-Q for the period ended September 30, 2009 (File No. 001-34283))
(12)	Type of reporting person (see instructions) CO (Limited Liability Company)


CUSIP No. 777780107		SCHEDULE 13G		Page 7 of 11 Pages


(1)	Names of reporting persons. Phillip A. Clough
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
(3)	SEC use only
(4)	Citizenship or place of organization UNITED STATES OF AMERICA
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power N/A
		(6)	Shared voting power 5,099,618
		(7)	Sole dispositive power N/A
		(8)	Shared dispositive power 5,099,618
(9)	Aggregate amount beneficially owned by each reporting person 5,099,618
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 25.0% (Based on 20,363,616 shares outstanding as filed on November 13, 2009 in the Issuer’s 10-Q for the period ended September 30, 2009 (File No. 001-34283))
(12)	Type of reporting person (see instructions) IN (Individual)


CUSIP No. 777780107		SCHEDULE 13G		Page 8 of 11 Pages


(1)	Names of reporting persons. Laura L. Witt
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
(3)	SEC use only
(4)	Citizenship or place of organization UNITED STATES OF AMERICA
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power N/A
		(6)	Shared voting power 5,099,618
		(7)	Sole dispositive power N/A
		(8)	Shared dispositive power 5,099,618
(9)	Aggregate amount beneficially owned by each reporting person 5,099,618
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 25.0% (Based on 20,363,616 shares outstanding as filed on November 13, 2009 in the Issuer’s 10-Q for the period ended September 30, 2009 (File No. 001-34283))
(12)	Type of reporting person (see instructions) IN (Individual)


CUSIP No. 777780107		SCHEDULE 13G		Page 9 of 11 Pages

Item 1(a)

Name of Issuer:

The name of the issuer is Rosetta Stone, Inc., a Delaware corporation (the “Issuer”).

Item 1(b)

Address of Issuer’s Principal Executive Offices:

The principal executive office and mailing address of the Issuer is 1919 North Lynn St. 7th Fl Arlington, Virginia 22209

Item 2(a)

Name of Person Filing:

This Schedule is being filed by ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV-Offshore, L.P. and ABS Capital Partners IV-Special Offshore, L.P. (collectively referred to as the “Funds”); ABS Partners IV L.L.C., as the general partner of the Funds (the “General Partner”); and Phillip A. Clough and Laura L. Witt (the “Managers”, and, collectively with the Funds and the General Partner, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement filed with the Securities and Exchange Commission as an exhibit to this Statement on Schedule 13G that authorizes each other Reporting Person to file on its behalf any and all amendments to such Statement on Schedule 13G.

Item 2(b)

Address of Principal Business Office:

The principal business address of the Reporting Persons is c/o ABS Capital Partners, 400 East Pratt Street, Suite 910, Baltimore, Maryland 21202.

Item 2(c)

Citizenship:

ABS Capital Partners IV, L.P. and ABS Capital Partners IV-A, L.P. are organized in Delaware. ABS Capital Partners IV-Offshore, L.P. and ABS Capital Partners IV-Special Offshore, L.P. are organized in the Cayman Islands. The General Partner is organized in Delaware. The Managers are citizens of the United States.

Item 2(d)

Title of Class of Securities:

This Schedule 13G relates to the Common Stock, par value $0.00005 per share (the “Common Stock”).

Item 2(e)

CUSIP Number:

The CUSIP Number of the Common Stock is 777780107.

Item 3

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

N/A

Item 4

Ownership.

The General Partner and the Managers disclaim beneficial ownership of the shares owned by the Funds except to the extent of their pecuniary interests.

(a)

Amount beneficially owned:

ABS Capital Partners IV, L.P.: 4,512,641

ABS Capital Partners IV-A, L.P.: 151,083

ABS Capital Partners IV-Offshore, L.P.: 259,175

ABS Capital Partners IV-Special Offshore, L.P.: 176,719


CUSIP No. 777780107		SCHEDULE 13G		Page 10 of 11 Pages

The General Partner and the Manager: 5,099,618

(b)

Percent of class (Based on 20,363,616 shares outstanding as filed on November 13, 2009 in the Issuer’s 10-Q for the period ended September 30, 2009 (File No. 001-34283)):

ABS Capital Partners IV, L.P.: 22.2%

ABS Capital Partners IV-A, L.P.: 0.7%

ABS Capital Partners IV-Offshore, L.P.: 1.3%

ABS Capital Partners IV-Special Offshore, L.P.: 0.9%

The General Partner and the Manager: 25.0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote:

ABS Capital Partners IV, L.P.: 4,512,641

ABS Capital Partners IV-A, L.P.: 151,083

ABS Capital Partners IV-Offshore, L.P.: 259,175

ABS Capital Partners IV-Special Offshore, L.P.: 176,719

The General Partner and the Manager: 5,099,618

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of:

ABS Capital Partners IV, L.P.: 4,512,641

ABS Capital Partners IV-A, L.P.: 151,083

ABS Capital Partners IV-Offshore, L.P.: 259,175

ABS Capital Partners IV-Special Offshore, L.P.: 176,719

The General Partner and the Manager: 5,099,618

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

N/A

Item 8

Identification and Classification of Members of the Group.

Item 9

Notice of Dissolution of Group.

N/A

Item 10

Certifications.

N/A


CUSIP No. 777780107		SCHEDULE 13G		Page 11 of 11 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2010


		ABS Capital Partners IV, L.P.

		By:		/s/ James E. Stevenson, Jr.
		Name:		James E. Stevenson, Jr.
		Title:		Attorney-in-fact

		ABS Capital Partners IV-A, L.P.

		By:		/s/ James E. Stevenson, Jr.
		Name:		James E. Stevenson, Jr.
		Title:		Attorney-in-fact

		ABS Capital Partners IV-Offshore, L.P.

		By:		/s/ James E. Stevenson, Jr.
		Name:		James E. Stevenson, Jr.
		Title:		Attorney-in-fact

		ABS Capital Partners IV-Special Offshore, L.P.

		By:		/s/ James E. Stevenson, Jr.
		Name:		James E. Stevenson, Jr.
		Title:		Attorney-in-fact

		ABS Partners IV, L.L.C.

		By:		/s/ James E. Stevenson, Jr.
		Name:		James E. Stevenson, Jr.
		Title:		Attorney-in-fact

		Phillip A. Clough

		By:		/s/ James E. Stevenson, Jr.
		Name:		James E. Stevenson, Jr.
		Title:		Attorney-in-fact

		Laura L. Witt

		By:		/s/ James E. Stevenson, Jr.
		Name:		James E. Stevenson, Jr.
		Title:		Attorney-in-fact

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.00005 par value, of Rosetta Stone, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

Date: February 12, 2010


ABS Capital Partners IV, L.P.

By:		/s/ James E. Stevenson, Jr.
Name:		James E. Stevenson, Jr., Attorney-in-Fact


ABS Capital Partners IV-A, L.P.

By:		/s/ James E. Stevenson, Jr.
Name:		James E. Stevenson, Jr., Attorney-in-Fact


ABS Capital Partners IV-Offshore, L.P.

By:		/s/ James E. Stevenson, Jr.
Name:		James E. Stevenson, Jr., Attorney-in-Fact


ABS Capital Partners IV-Special Offshore, L.P.

By:		/s/ James E. Stevenson, Jr.
Name:		James E. Stevenson, Jr., Attorney-in-Fact


Phillip A. Clough

By:		/s/ James E. Stevenson, Jr.
Name:		James E. Stevenson, Jr., Attorney-in-Fact


Laura L. Witt

By:		/s/ James E. Stevenson, Jr.
Name:		James E. Stevenson, Jr., Attorney-in-Fact

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