X0305 4 2012-05-23 0 0001351285 ROSETTA STONE INC RST 0001211896 LINDAHL JOHN E 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS MN 55402 1 0 0 0 Stock Option 18.00 2019-04-15 Common Stock 2658 2658 D Stock Option 20.35 2019-08-19 Common Stock 329 329 D Stock Option 17.36 2020-08-26 Common Stock 2979 2979 D Stock Option 13.66 2021-05-26 Common Stock 3787 3787 D Stock Option 13.78 2012-05-23 4 A 0 6150 13.78 A 2022-05-23 Common Stock 6150 6150 D Restricted Stock Unit 0 2012-05-23 4 A 0 3628 0 A Common Stock 3628 9195 D Includes an aggregate of 2,658 fully vested shares. Options shall vest at 1/4 per quarter. Includes an aggregate of 329 fully vested shares. Options shall vest at 1/4 per quarter. Includes an aggregate of 2,979 fully vested shares. Options shall vest at 1/4 per quarter. Includes an aggregate of 2,840 fully vested shares. Options shall vest at 1/4 per quarter. No options vested. Options shall vest at 1/4 per quarter. Restricted stock units are fully vested upon award. Delivery of shares to the reporting person will be made after the date of the reporting person's separation from service to the Board of Directors. Mr. Lindahl previously reported beneficial ownership of 3,334,002 shares held by Norwest Venture Partners VIII, LP ("NVP VIII")due to Mr. Lindahl's position as managing partner of the general partner of NVP VIII. A change in organizational structure of the general partner of NVP VIII resulted in Mr. Lindahl no longer being deemed a beneficial owner of the shares held by NVP VIII. Accordingly, Mr. Lindahl is no longer considered a 10% owner of the issuer. Michael C. Wu, Attorney-in-fact 2012-05-25