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*
Fulkerson Michael S

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

(Street)
ARLINGTON VA 22209

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2012
4. 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 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 02/23/2012 A 4,872 (1) A $0.00 46,518 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 (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
Employee Stock Option $3.85 (2) 05/22/2016 Common Stock 29,133 29,133 (2) D
Employee Stock Option $6.08 (3) 03/21/2017 Common Stock 5,200 5,200 (3) D
Employee Stock Option $11.64 (4) 04/29/2018 Common Stock 65,000 65,000 (4) D
Employee Stock Option $18 (5) 04/15/2019 Common Stock 15,015 15,015 (5) D
Employee Stock Option $25.99 (6) 03/15/2020 Common Stock 8,631 8,631 (6) D
Employee Stock Option $13.66 (7) 05/26/2021 Common Stock 22,000 22,000 (7) D
Employee Stock Option $8.95 02/23/2012 A 12,605 (8) 02/23/2022 Common Stock 12,605 $8.95 (9) 12,605 (8) D
Explanation of Responses:
1. These shares are subject to forfeiture restrictions that lapse one-quarter per annum beginning one year from February 23, 2012, the date of grant.
2. Includes an aggregate of 29,133 fully vested shares. Options vest at a rate of 1/16 per quarter.
3. Includes an aggregate of 5,200 fully vested shares. Options vest at a rate of 1/16 per quarter.
4. Includes an aggregate of 65,000 fully vested shares. Options vest at a rate of 1/16 per quarter.
5. Includes an aggregate of 7,508 fully vested shares. Options vest at a rate of 1/4 per annum.
6. Includes an aggregate of 2,158 fully vested shares. Options vest at a rate of 1/4 per annum.
7. No options vested. Options vest at a rate of 1/4 per annum.
8. Options shall vest at a rate of 1/4 per annum, beginning one year from February 23, 2012, the date of grant.
9. The exercise price is equal to the closing price of the common stock of the Corporation on the New York Stock Exchange on February 23, 2012, the date of grant.
Michael C. Wu, Attorney-in-fact 02/27/2012
** 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).
** 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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