0001209191-20-055077.txt : 20201016
0001209191-20-055077.hdr.sgml : 20201016
20201016170146
ACCESSION NUMBER: 0001209191-20-055077
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201015
FILED AS OF DATE: 20201016
DATE AS OF CHANGE: 20201016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GROSS PATRICK W
CENTRAL INDEX KEY: 0001184343
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34283
FILM NUMBER: 201244551
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ROSETTA STONE INC
CENTRAL INDEX KEY: 0001351285
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 043837082
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1621 NORTH KENT STREET
STREET 2: SUITE 1200
CITY: ARLINGTON
STATE: VA
ZIP: 22209
BUSINESS PHONE: 703-387-5800
MAIL ADDRESS:
STREET 1: 1621 NORTH KENT STREET
STREET 2: SUITE 1200
CITY: ARLINGTON
STATE: VA
ZIP: 22209
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-10-15
1
0001351285
ROSETTA STONE INC
RST
0001184343
GROSS PATRICK W
C/O ROSETTA STONE INC.
1621 NORTH KENT STREET, SUITE 1200
ARLINGTON
VA
22209
1
0
0
0
Common Stock
2020-10-15
4
D
0
2658
30.00
D
0
D
Common Stock
2020-10-15
4
D
0
73501
30.00
D
0
I
Shares held by wife
Common Stock
2020-10-15
4
D
0
32368
30.00
D
0
I
Shares held by the Stephanie Gross Trust
Restricted Stock Unit
2020-10-15
4
D
0
85833
D
Common Stock
85833
0
D
Stock Option (right to buy)
13.66
2020-10-15
4
D
0
3787
D
2021-05-26
Common Stock
3787
0
D
Stock Option (right to buy)
13.78
2020-10-15
4
D
0
6150
D
2022-05-23
Common Stock
6150
0
D
Stock Option (right to buy)
16.85
2020-10-15
4
D
0
4496
D
2023-05-23
Common Stock
4496
0
D
Stock Option (right to buy)
9.42
2020-10-15
4
D
0
9571
D
2024-05-20
Common Stock
9571
0
D
Stock Option (right to buy)
8.50
2020-10-15
4
D
0
27966
D
2025-06-12
Common Stock
27966
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
7364
D
2028-06-18
Common Stock
7364
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 Reporting Person 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.
The Reporting Person has disclaimed beneficial ownership to 73,501 shares of Common Stock held by his spouse and to 32,368 shares of Common Stock held by his daughter under the Stephanie Lovell Irrevocable Trust.
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