0001179110-13-017024.txt : 20131125
0001179110-13-017024.hdr.sgml : 20131125
20131125171608
ACCESSION NUMBER: 0001179110-13-017024
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131121
FILED AS OF DATE: 20131125
DATE AS OF CHANGE: 20131125
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ROSETTA STONE INC
CENTRAL INDEX KEY: 0001351285
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 043837082
BUSINESS ADDRESS:
STREET 1: 1919 NORTH LYNN STREET
STREET 2: SUITE 700
CITY: ARLINGTON
STATE: VA
ZIP: 22209
BUSINESS PHONE: 1-800-788-0822
MAIL ADDRESS:
STREET 1: 1919 NORTH LYNN STREET
STREET 2: SUITE 700
CITY: ARLINGTON
STATE: VA
ZIP: 22209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CLOUGH PHILLIP A
CENTRAL INDEX KEY: 0001207712
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34283
FILM NUMBER: 131241774
MAIL ADDRESS:
STREET 1: 400 EAST PRATT STREET
STREET 2: SUITE 910
CITY: BALTIMORE
STATE: MD
ZIP: 21202
4
1
edgar.xml
FORM 4 -
X0306
4
2013-11-21
0
0001351285
ROSETTA STONE INC
RST
0001207712
CLOUGH PHILLIP A
400 EAST PRATT STREET
SUITE 910
BALTIMORE
MD
21202
1
0
0
0
Common Stock
2013-11-21
4
S
0
1000000
11.45
D
1989294
I
By Trust
Common Stock
2013-11-22
4
S
0
500000
11.45
D
1489294
I
By Trust
Shares were sold by ABS Capital Partners IV Trust at a gross price of $11.50 per share, with a net price after brokerage fees of $11.45 per share.
Shares are held by ABS Capital Partners IV Trust (the "Trust"), a liquidating trust whose trustee is ABS Capital Partners, Inc. (the "Trustee"). All voting and dispositive power over these shares is held by the Trustee. Phillip A. Clough and Laura L. Witt are managing directors of the Trustee and both serve on the issuer's board of directors. Mr. Clough and Ms. Witt disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein.
On September 24, 2010, all remaining portfolio investments of ABS Capital Partners IV, L.P., ABS Capital Capital Partners IV-A, L.P., ABS Capital Partners IV-Offshore, L.P., ABS Capital Partners IV-Special Offshore, L.P. and ABS Partners IV, L.L.C. (collectively, the "Funds") were transferred to the Trust in connection with the dissolution and liquidation of the Funds.
These 500,000 shares were sold pursuant to the Stock Repurchase Agreement entered into with Rosetta Stone Inc., effective November 22, 2013.
Michael C. Wu, Attorney-in-fact
2013-11-25