0001179110-13-017487.txt : 20131205 0001179110-13-017487.hdr.sgml : 20131205 20131205161228 ACCESSION NUMBER: 0001179110-13-017487 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131203 FILED AS OF DATE: 20131205 DATE AS OF CHANGE: 20131205 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: 131260041 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 2013-12-03 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 2013-12-03 4 S 0 300000 11.42 D 1189294 I By Trust Common Stock 2013-12-03 4 S 0 500000 11.42 D 689294 I By Trust Common Stock 2013-12-04 4 S 0 689294 11.42 D 0 I By Trust Shares were sold by ABS Capital Partners IV Trust at a gross price of $11.45 per share, with a net price after brokerage fees of $11.42 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 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 December 3, 2013. Michael C. Wu, Attorney-in-fact 2013-12-05