X0303 4 2009-04-21 0 0001351285 ROSETTA STONE INC RST 0001207738 ABS PARTNERS IV LLC 400 E. PRATT STREET SUITE 910 BALTIMORE MD 21202 1 0 1 0 0001126337 ABS CAPITAL PARTNERS IV A LP 400 E. PRATT STREET SUITE 910 BALTIMORE MD 21202 1 0 1 0 0001207737 ABS CAPITAL PARTNERS IV OFFSHORE LP 400 E. PRATT STREET SUITE 910 BALTIMORE MD 21202 1 0 1 0 0001207736 ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE LP 400 E. PRATT STREET SUITE 910 BALTIMORE MD 21202 1 0 1 0 0001119967 ABS CAPITAL PARTNERS IV LP 400 E. PRATT STREET SUITE 910 BALTIMORE MD 21202 1 0 1 0 Common Stock 2009-04-21 4 C 0 6800508 0 A 7556120 I By limited partnership Common Stock 2009-04-21 4 S 0 2456502 16.74 D 5099618 I By limited partnership Series A-1 Preferred 2009-04-21 4 C 0 261558 0 D Common Stock 6800508 0 I See Footnote Shares of common stock upon conversion of preffered stock include (i) 6,017,752 shares by ABS Capital Partners IV, L.P., (ii) 201,474 shares by ABS Capital Partners IV-A, LP, (iii) 345,618 shares by ABS Capital Partners Offshore, LP, and (iv) 235,664 shares by ABS Capital Partners Special Offshore, LP. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Laura Witt and Phillip Clough are managing members of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt and Mr. Clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Shares sold include (i) 2,173,753 shares of common stock owned by ABS Capital Partners IV, L.P., (ii) 72,777 shares of common stock owned by ABS Capital Partners IV-A, LP., (iii) 124,845 shares of common stock owned by ABS Capital Partners IV Offshore, L.P., and (iv) 85,127 shares of common stock owned by ABS Capital Partners IV Special Offshore, L.P. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Laura Witt and Phillip Clough are managing members of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt and Mr. Clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Shares of common stock held after sale include (i) 4,512,641 shares by ABS Capital Partners IV, LP, (ii) 151,083 shares by ABS Capital Partners IV-A, LP, (iii) 259,175 shares by ABS Capital Partners Offshore, LP, and (iv) 176,719 shares by ABS Capital Partners Special Offshore, LP. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Laura Witt and Phillip Clough are managing members of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt and Mr. Clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The Series A-1 Preferred Stock automatically converted into common stock upon the closing of the initial public offering of the issuer for no additional consideration. Michael Wu, by power of attorney 2009-04-22