X0306 4 2020-10-15 1 0001351285 ROSETTA STONE INC RST 0001040899 Nierenberg David 19605 NE 8TH STREET CAMAS WA 98607 1 0 0 0 Common Stock 2020-10-15 4 D 0 165847 30.00 D 0 I By The D3 Family Fund, LP Common Stock 2020-10-15 4 D 0 334692 30.00 D 0 I By The D3 Family Bulldog Fund, LP Common Stock 2020-10-15 4 D 0 13954 30.00 D 0 I Haredale Ltd. Restricted Stock Unit 2020-10-15 4 D 0 45287 D Common Stock 45287 0 D Stock Option (right to buy) 7.95 2020-10-15 4 D 0 1771 D 2025-04-15 Common Stock 1771 0 D Stock Option (right to buy) 8.50 2020-10-15 4 D 0 18323 D 2025-06-12 Common Stock 18323 0 D Stock Option (right to buy) 7.70 2020-10-15 4 D 0 14451 D 2026-05-19 Common Stock 14451 0 D Stock Option (right to buy) 11.42 2020-10-15 4 D 0 9766 D 2027-05-19 Common Stock 9766 0 D Stock Option (right to buy) 16.12 2020-10-15 4 D 0 16200 D 2028-06-18 Common Stock 16200 0 D Stock Option (right to buy) 25.66 2020-10-15 4 D 0 5076 D 2029-05-20 Common Stock 5076 0 D Stock Option (right to buy) 17.11 2020-10-15 4 D 0 7278 D 2030-06-11 Common Stock 7278 0 D Pursuant to the terms of that certain Agreement and Plan of Merger, dated August 29, 2020, by and among the Issuer, Cambium Holding Corp., a Delaware corporation ("Parent"), and Empower Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Merger Agreement"), immediately prior to the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of common stock, $0.00005 par value per share, of the Company ("Common Stock"), including any outstanding Company restricted shares, was cancelled and the holder thereof was entitled to receive, in respect of each share of Common Stock, an amount (subject to any applicable withholding tax) in cash equal to $30.00. Mr. Nierenberg serves as the President of Nierenberg Investment Management Company, Inc. (NIMCO) and Nierenberg Investment Management Offshore, Inc. (NIMO), entities which serve as general partners for The D3 Family Fund, L.P. (Family Fund), The D3 Family Bulldog Fund, L.P. (Bulldog Fund), and Haredale, Ltd. (Haredale). Under the partnership agreements governing these funds, all compensation payable to Mr. Nierenberg for his service on the Issuers Board of Directors, including Mr. Nierenbergs stock options and RSUs, are required to be assigned to the funds. Accordingly, such stock options and RSUs are deemed to be owned indirectly by the Family Fund, the Bulldog Fund and Haredale. The reporting person disclaims ownership of these securities except to the extent of the reporting persons pecuniary interest therein. Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each RSU, whether vested or unvested, that was outstanding vested in full and was cancelled, and the Reporting Person was entitled to receive, in respect of each share of Common Stock subject to such RSU, an amount (subject to any applicable withholding tax) in cash equal to $30.00. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each stock option that was outstanding and unexercised vested in full and was cancelled, and the Reporting Person was entitled to receive, in respect of each share of Common Stock subject to such stock option, an amount (subject to any applicable withholding tax) in cash equal to $30.00 minus the exercise price per share subject to such stock option. /s/ Sean J. Klein, Attorney-in-fact 2020-10-15