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