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

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1. Name and Address of Reporting Person* Norwest Venture Capital Management, Inc. (Last) (First) (Middle) 80 SOUTH 8TH STREET 3600 IDS TOWER (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/28/2012	3. Issuer Name and Ticker or Trading Symbol ROSETTA STONE INC [ RST ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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	3,334,002	I	By Limited Partnership (1)

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

1. Name and Address of Reporting Person* Norwest Venture Capital Management, Inc. (Last) (First) (Middle) 80 SOUTH 8TH STREET 3600 IDS TOWER (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip)

1. Name and Address of Reporting Person* WELLS FARGO & CO/MN (Last) (First) (Middle) 420 MONTGOMERY STREET (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

Explanation of Responses:

1. Shares are held by Norwest Equity Partners VIII, LP ("NEP VIII"). Ownership of such shares was reported by NEP VIII on a Form 4 filed on April 23, 2009. This Form 3 is being filed due to a change in the organizational structure of NEP VIII that resulted in changes to the persons and entities that could be deemed beneficial owners of the shares. Norwest Venture Capital Management, Inc. ("NVCMI") is the managing member of the general partner of NEP VIII and may be deemed to share voting or dispositive power over such shares. NVCMI is a wholly owned subsidiary of Wells Fargo & Company ("WFC"). As such, WFC may be deemed to be a beneficial owner of such shares. NVCMI and WFC disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.

	/s/ John P. Whaley, EVP of Norwest Venture Capital Management, Inc.	04/02/2012
	/s/ Timothy J. Sloan, SEVP and CFO of Wells Fargo & Company	04/02/2012
	** 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 5 (b)(v).
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