SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Verses Judy

(Last) (First) (Middle)
C/O ROSETTA STONE INC.
1919 NORTH LYNN STREET, 7TH FLOOR

(Street)
ARLINGTON VA 22209

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2011
3. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC [ RST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Global Institut'l
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 19,194 (1) D (4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (2) 10/05/2021 Common Stock 65,000 (2) 6.88 (3) D (4)
Explanation of Responses:
1. The restricted shares are subject to forfeiture restrictions that lapse 1/4 per annum beginning one year from October 5, 2011, the date of grant.
2. Options shall vest at a rate of 1/4 per annum, beginning one year from October 5, 2011, the date of grant.
3. The exercise price is equal to the closing price of the common stock of the Corporation on the the New York Stock Exchange on October 5, 2011, the date of grant.
4. Ms. Verses was designated a Section 16 officer by the Rosetta Stone Inc. Board of Directors on December 1, 2011.
Michael C. Wu, Attorney-in-fact 12/12/2011
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.