X0203 3 2009-04-15 0 0001351285 ROSETTA STONE INC RST 0001211896 LINDAHL JOHN E 3600 IDS CENTER 80 SOUTH EIGHTH STREET MINNEAPOLIS MN 55402 1 0 1 0 Common Stock 494000 I By limited partnership Series A-2 Preferred 171000 I By limited partnership Employee Stock Option 2009-04-15 2019-04-15 Common Stock 2658 D Deferred Stock Units 0 2009-04-15 2050-04-15 Common Stock 1462 D Includes 494,000 shares held by Norwest Equity Partners VIII, LP. Mr. Lindahl is a managing member of Itasca Partners VIII, LLC, the general partner of Norwest Equity Partners VIII, LP, and may be deemed to share voting or dispositive power over such shares. Mr. Lindahl disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. Includes 171,000 shares held by Norwest Equity Partners VIII, LP. Mr. Lindahl is a managing member of Itasca Partners VIII, LLC, the general partner of Norwest Equity Partners VIII, LP, and may be deemed to share voting or dispositive power over such shares. Mr. Lindahl disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. Includes an aggregate of 2,658 shares represented by unvested stock awards. Option vests at a rate of 1/4 per annum. The exercise price will be the initial price in the issuer's IPO. Only exercisable upon termination of service as a director. Upon the closing of the initial public offering of the issuer, each share of preferred stock will automatically convert into 26 shares of common stock for no additional consideration. Exhibit 24 - Power of Attorney /s/ Michael C. Wu, as Attorney-in-Fact for John E. Lindahl 2009-04-15