SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Rosetta Stone Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

777780107

(CUSIP Number)

James C. Roumell

Roumell Asset Management, LLC

2 Wisconsin Circle, Suite 660

Chevy Chase, MD 20815

(301) 656-8500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 19, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  CUSIP No. 777780107     13D     Page 2 of 8 Pages  

1	Name of Reporting Person/ I.R.S. Identification No. of Above Person (Entities Only) Roumell Asset Management, LLC 52-2145132
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC USE ONLY
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Maryland
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 610,650*
		8	Shared Voting Power 573,860**
		9	Sole Dispositive Power 610,650*
		10	Shared Dispositive Power 573,860**
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,184,510
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ (See Instructions) Not Applicable
13	Percent of Class Represented by Amount in Row (11) 5.5%***
14	Type of Reporting Person IA

* These shares are deemed to be owned beneficially by Roumell Asset Management, LLC solely as a result of its discretionary power over such shares as investment advisor to the Roumell Opportunistic Value Fund (the “Fund”).

** These shares are deemed to be owned beneficially by Roumell Asset Management, LLC (“RAM”) solely as a result of its discretionary power over such shares as investment adviser to its clients.

*** The denominator is based on the 21,610,589 shares of common stock outstanding as of April 30, 2015, as stated on the facing page of the Form 10-Q for the quarter ended March 31, 2015 (the “Form 10-Q”) filed by Rosetta Stone Inc.

  CUSIP No. 777780107     13D     Page 3 of 8 Pages  

1	Name of Reporting Person/ I.R.S. Identification No. of Above Person (Entities Only) James C. Roumell (“Roumell”)
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC USE ONLY
4	Source of Funds (See Instructions) OO; PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 617,650*
		8	Shared Voting Power 573,860**
		9	Sole Dispositive Power 617,650*
		10	Shared Dispositive Power 573,860**
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,191,510
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ (See Instructions) Not Applicable
13	Percent of Class Represented by Amount in Row (11) 5.5***%
14	Type of Reporting Person IN

* Includes 610,650 shares of common stock held by the Fund and 7,000 shares of common stock owned directly by Roumell. Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial of the shares beneficially owned by the Fund.

** These shares are deemed to be owned beneficially by RAM solely as a result of its discretionary power over such shares as investment adviser to its clients. Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial of the shares beneficially owned by RAM.

*** The denominator is based on the 21,610,589 shares of common stock outstanding as of April 30, 2015, as stated on the facing page of the Form 10-Q.

  CUSIP No. 777780107     13D     Page 4 of 8 Pages  

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock of Rosetta Stone Inc. (the “Issuer”). The principal executive office of the Issuer is 1919 North Lynn Street, 7th Floor, Arlington, Virginia.

Item 2. Identity and Background.

This joint statement on Schedule 13D is being filed by Roumell Asset Management, LLC and by James C. Roumell (the “Reporting Persons”).

Roumell Asset Management is organized as a Maryland limited liability company. Its principal address, and address of its principal business, is 2 Wisconsin Circle, Suite 660, Chevy Chase, Maryland 20815. Roumell Asset Management is a registered investment adviser.

Mr. Roumell’s business address is 2 Wisconsin Circle, Suite 660, Chevy Chase, Maryland 20815. Mr. Roumell’s present principal occupation is acting as the President of Roumell Asset Management, a registered investment adviser, whose address is set forth above.

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, none of the Reporting Persons have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Roumell Asset Management is a registered investment adviser under the Investment Advisers Act of 1940. Roumell Asset Management directs client accounts as to which it has discretionary authority to purchase, for the clients’ benefit and in the clients’ names (or in street name) and share authority with clients to make dispositions, 573,860 shares of common stock of the Issuer. The aggregate purchase price was $5,140,267, inclusive of brokerage commissions. The sources of funding for these purchases were individual client funds.

Roumell Asset Management is the sole investment advisor to the Roumell Opportunistic Value Fund (the “Fund”), an investment company registered under the Investment Company Act of 1940. As investment advisor to the Fund, Roumell Asset Management caused the Fund to purchase 610,650 shares of common stock of the Issuer. The aggregate purchase price was $5,185,766, inclusive of brokerage commissions. The sources of funding for these purchases were proceeds from the sale of Fund shares.

Mr. Roumell purchased 7,000 shares of common stock of the Issuer. The aggregate purchase price was $58,172, inclusive of brokerage commissions. The sources of funding for these purchases were personal funds.

Item 4. Purpose of Transaction.

The Reporting Persons acquired shares of the common stock of the Issuer as part of their ordinary course of business for investment purposes, based on their belief that the Issuer’s stock is undervalued and represents an attractive investment opportunity. As of June 19, 2015, the Reporting Persons decided to attempt to discuss maximizing shareholder value through potential third-party sale transactions with the Issuer’s management and board of directors. Accordingly, the Reporting Persons sent a letter, dated June 22, 2015, to the Issuer’s board of directors. A copy of this letter is being filed with this Schedule 13D as Exhibit 7.01 and is incorporated herein by this reference. The Reporting Persons may also enter into discussions with third parties and other stockholders.

  CUSIP No. 777780107     13D     Page 5 of 8 Pages  

The Reporting Persons, in the ordinary course of business, regularly review their equity interest in the Issuer. While the Reporting Persons have no pending orders to purchase additional securities of the Issuer, the Reporting Persons will consider purchasing additional shares at or around current trading levels. While the Reporting Persons have no present intention to dispose of all or any portion of the shares of Issuer common stock beneficially owned by them, Roumell Asset Management may be required to sell shares of the Issuer’s common stock from time to time to accommodate client requests to transfer or liquidate their accounts. Any such sales of securities of the Issuer may be in the open market, privately negotiated transactions or otherwise.

Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above, the Reporting Persons do not have at this time any specific plans which would result in (a) the acquisition by the Reporting Persons of additional securities of the Issuer or the disposition by the Reporting Persons of securities of the Issuer, other than as described above; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or board of directors, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or bylaws which may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s common stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) See Items 11 and 13 of the cover pages of this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares and percentage of common stock owned by each of the Reporting Persons.

(b) See Items 7, 8, 9 and 10 of the cover pages to this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares of common stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition of such shares of common stock.

The 610,650 shares are deemed to be owned beneficially by Roumell Asset Management solely as a result of its discretionary power over such shares as investment advisor to the Fund. The 573,860 shares are deemed to be owned beneficially by Roumell Asset Management solely as a result of its discretionary power over such shares as investment adviser. Roumell Asset Management has no economic interest in these shares. Mr. Roumell is the President of Roumell Asset Management and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of Roumell Asset Management; Mr. Roumell could be deemed the beneficial owner of the shares beneficially owned by Roumell Asset Management and the Fund. The 7,000 shares reported herein are beneficially owned directly by Mr. Roumell.

The percentage of the common stock set forth for each Reporting Person in this Item 5 was calculated based upon on the 21,610,589 shares of common stock outstanding as of April 30, 2015, as stated on the facing page of the Form 10-Q for the quarter ended March 31, 2015, filed by the Issuer.

(c) During the 60-day period ended June 19, 2015, Roumell Asset Management conducted the following transactions in the Issuer’s common stock on behalf of its client advisory accounts, unless otherwise noted below. The share amount for each sale appears in parenthesis below, and each sale was executed to accommodate client-requested account liquidations or transfers for client tax planning and other personal purposes, and all transactions were conducted in the open market for cash. Prices do not reflect brokerage commissions paid.

  CUSIP No. 777780107     13D     Page 6 of 8 Pages  

Date	No. of Shares	Aggregate Sale Price
4/28/2015	(6,040)	$51,500.90
4/30/2015	(1,060)	$8,887.19
5/4/2015	(1,340)	$11,283,76
5/6/2015	(3,490)	$27,603.37
5/7/2015	(13,570)	$102,724.90
5/8/2015	(760)	$5,731.54
5/18/2015	(2,580)	$17,415.30
5/19/2015	57,300	$385,623.27*
5/20/2015	72,700	$490,441.47*
5/21/2015	27,930	$187,773.12
5/22/2015	57,060	$381,779.08
5/26/2015	35,550	$235,428.31
5/27/2015	(10,350)	$69,008.97
5/29/2015	(2,190)	$16,699.28
6/4/2015	(18,060)	$141,989.29
6/5/2015	(2,320)	$18,156.78
6/9/2015	7,000	$58,171.55**
6/15/2015	(13,640)	$114,216.66
6/17/2015	(3,280)	$27,630.87
6/18/2015	(1,300)	$11,219.13

* Denotes transactions by the Fund.

** Denotes transaction by Mr. Roumell.

(d) Roumell Asset Management’s advisory clients have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the 573,680 shares of the Issuer’s common stock. Investors in the Fund have the right to receive or direct the receipt of dividends from the 610,650 shares of the Issuer’s common stock, but proceeds from the sale of such shares become assets of the Fund. Mr. Roumell has the right to receive or direct the receipt of dividends from the 7,000 shares of the Issuer’s common stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Investment Advisory Agreement between Roumell Asset Management and its clients for whom Roumell Asset Management conducted the acquisition of the subject shares provides that Roumell Asset Management has shared power to dispose of securities such as the subject shares, in that clients can cause a disposition by requesting their account be liquidated or transferred to another investment adviser or brokerage firm. A copy of the form of Investment Advisory Agreement is being filed as Exhibit 7.01 with this Schedule 13D and is incorporated herein by this reference.

  CUSIP No. 777780107     13D     Page 7 of 8 Pages  

Item 7. Material to be Filed as Exhibits.

Exhibit 7.01	Form of Roumell Asset Management, LLC Investment Advisory Agreement.
Exhibit 7.02	Letter to the Board of Directors of Rosetta Stone Inc. dated June 22, 2015.
Exhibit 7.03	Joint Filing Agreement by and among the Reporting Persons, dated June 22, 2015.

  CUSIP No. 777780107     13D     Page 8 of 8 Pages  

SignatureS

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him or it, as applicable, is true, complete and correct.

Date:	June 22, 2015	By:	/s/ James C. Roumell
			James C. Roumell
			Roumell Asset Management, LLC
Date:	June 22, 2015	By:	/s/ James C. Roumell
			James C. Roumell, President

EX-7.01

Exhibit 7.01

Balanced ____ Standard Opportunistic Value _____ Concentrated Opportunistic Value __

Account # ____________

Roumell Asset Management, LLC Investment Advisory Agreement

This Investment Advisory Agreement, the (“Agreement”), dated as of , 20 _, is by and between Roumell Asset Management, LLC (“Adviser”), also referred to as “RAM” or the “Firm,” an investment adviser registered with the U.S. Securities and Exchange Commission pursuant to the provisions of the Investment Advisers Act of 1940 (“Advisers Act”) and (“Client”).

1. Services of Adviser

By execution of this Agreement, Client hereby establishes an Investment Advisory Account (“Account”) and appoints Adviser as the investment manager to supervise and direct the investments of the Account on a discretionary basis in accordance with the Client’s stated objectives and financial goals. In consultation with the client, Roumell Asset Management will assist the client in determining whether the account is to be managed as an: (a) Standard Opportunistic Value Account (up to 100% invested into stocks), or (b) Concentrated Opportunistic Value Account (which seeks to be invested in a smaller number of stocks), or (c) Balanced Account (with the typical balanced account having a 65% target equity allocation and a 35% target for fixed-income securities). That said, RAM does not provide comprehensive financial planning services. Moreover, in those instances where a financial planning professional introduces the client to RAM, the financial planning professional will determine (with the client) the appropriate overall investment strategy of the client and will instruct RAM as to whether the account is to be managed as an: (a) Standard Opportunistic Value Account, or (b) Concentrated Opportunistic Value Account, or (c) Balanced Account Investments made by RAM may include mutual funds, closed-end fund shares, bonds, common and preferred stocks, American Depository Receipts (“ADR”), Exchange Traded Funds (“ETF”), Unit Investment Trusts (“UIT”), and/or Real Estate Investment Trusts (“REIT”). The custodian holding the Account will be responsible for providing regular statements to the client showing portfolio holdings. On a quarterly basis, these statements will include a category titled “Performance Summary”. 

2. Standard of Care

In providing such services, it is agreed that except for negligence, malfeasance or violation of applicable law, neither Adviser nor any of its officers, directors or employees shall be liable for any action performed or for any errors of judgment in managing client’s account(s) under this Agreement. However, the Federal Securities Laws impose liabilities under certain circumstances and therefore nothing contained in this Agreement with respect to liabilities should be construed as limiting a client’s rights which he/she may have under applicable state or Federal Securities Laws, or, if applicable ERISA. Client expressly understands and agrees that Adviser does not guarantee that a specific result will be achieved through Adviser’s management of the Account.

3. Custody

As a condition of opening an account with RAM, client agrees to deposit his or her funds and securities in a securities brokerage account at Raymond James Financial Services, Inc. (“Raymond James”). Raymond James will act as the custodian of the client’s assets and will execute the purchase and sale transactions in the client’s account. RAM has determined that the fees Raymond James charges are reasonable and competitive in view of the quality of execution and access to research that Raymond James provides. Raymond James charges $9.95 unlimited shares; $2 per bond for a trade (unlimited number of bonds); and $19.95 per mutual fund trade for non-platform listed mutual funds. Nevertheless, RAM may execute trades through other broker-dealers if the circumstances warrant, i.e., to gain access to other firms’ research. In such instances, clients will typically pay three cents per share in addition to Raymond James’ transaction cost. Such trades are unusual and not the norm. Finally, in limited cases, and always at RAM’s discretion, RAM may permit clients to direct that their assets be custodied at, and trades for their accounts be effected through, broker-dealers of their own choosing.

4. Confidential Relationship

All information and advice furnished by either party to the other, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties, except as required by law or necessary to carry out designated powers or as granted by the Client.

5. Service to Other Clients

It is understood that Adviser performs investment advisory services for other clients. Client agrees that Adviser may give advice and take action with respect to any of its other clients, which may differ from the advice given or the timing or nature of action taken with respect to the Client’s Account, so long as it is Adviser’s policy to the extent practical, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other clients.

6. Proxies and Class Action Lawsuits

RAM does not vote proxies for or make proxy recommendations to its advisory clients except in certain situations. First, RAM will vote on proposals regarding closed-end investment companies that seek to open-end such funds (i.e., convert to a traditional mutual fund) or other proposals that it believes possess a meaningful likelihood of substantially closing the discount to such funds’ net asset value (NAV). Additionally, RAM may vote company proposals when the proposal pertains to a change of control, including those with proxy contests with competing director slates, or replacing particular directors, or in certain other special situations where RAM deems voting to be appropriate or otherwise consistent with its investment philosophy. Other than these specific situations, RAM will not vote company proxies. Nevertheless, if RAM is granted authority to vote proxies, and RAM was required to vote proxies for situations other than those described above, RAM will vote such proxies in the manner that serves the best interests of their clients in accordance with this policy. Client may contact RAM to obtain information about how it voted. RAM also will not take any action or render any advice involving legal matters, including securities class actions, on behalf of clients with respect to securities or other investments held in client accounts or the issuers thereof. However, to the extent there is a class action with potentially meaningful monetary proceeds RAM will assist clients with submitting the required paperwork. If the client opts-out of RAM’s third-party vendor proxy voting solution, the custodians who hold securities on behalf of RAM’s clients will send proxy and class action information directly to the client. In the event RAM receives any such material on a client’s behalf, RAM will promptly forward the material to the client. A copy of RAM’s proxy voting policies and procedures is available upon request.

7. Fees

RAM’s fees are payable quarterly in advance and are based on the following annualized fee schedule:

Opportunistic Value and Balanced Accounts:
First $1mm	1.30%
Assets over $1mm	1.00%

Fees are computed based on the value of the account on the last day of the preceding quarter. The fee is prorated for a partial quarter. Multiple household accounts are aggregated for purposes of determining the appropriate fee. Adviser and Raymond James are hereby authorized to deduct from Client’s Account any fee owed to Adviser pursuant to the terms of this Agreement, and pay said fee to Adviser or its designee. All fees paid to Adviser will be reported to Client on the regular statements provided by Raymond James & Associates for Raymond James Financial Services, Inc. Alternatively, client will be billed directly by RAM and agrees to pay their fee within 30 days of receiving the bill.

8. Limitation of Responsibility

Raymond James’ responsibility pursuant to this agreement is limited to executing transactions pursuant to directions of Adviser or Client. Client authorizes Adviser to act as Client’s agent to buy or sell investments for the Client’s Account.

9. Investment Objectives and Restrictions

Client acknowledges that Adviser will rely on information provided to Adviser by the Client (or financial planning professional) in managing the Account. Client agrees to give Adviser prompt written notice of any modifications, changes or investment restrictions applicable to the Account and to notify Adviser if Client deems any investments recommended or made for the Account to be in violation of such investment objectives or restrictions. Unless Client promptly notifies Adviser in writing of specific investment restrictions on the Account, the investments recommended for or made on behalf of the Account shall be deemed to be in conformity with Client’s investment objectives. Although tax considerations are not generally a factor in managing accounts, it is the Client’s responsibility to notify Adviser if such considerations are relevant to the Client’s overall financial circumstances.

10. Authority to Contract

If the client is not an individual (i.e. a corporation, partnership, trust or retirement plan), the party executing on behalf of the Client (hereinafter referred to as the “Authorized Person”) represents that he or she is fully authorized to execute this agreement with the Adviser.

11. Termination of Agreement

This Agreement may not be modified or amended except in writing and signed by both Adviser and Client. Client may terminate the Agreement within five days of the date of acceptance, without penalty. After the five-day period, either party may terminate the Agreement. Upon termination, any prepaid fees will be pro- rated to the date of termination and any unearned portion thereof will be refunded to the Client.

12. Assignment of Agreement

No assignment, as that term is defined in the Advisers Act, of this Agreement shall be made by Adviser without the written consent of Client.

13. Notices 

Notices to Adviser must be in writing, and shall be sent to Address of Adviser.

All notices or communications to the Client will be sent to the address of record on the account or such other address as may be given in writing to the Adviser. All notices hereunder shall be sufficient if delivered by facsimile, regular or overnight mail, or by hand.

14. Acknowledgment of Adviser’s ADV Part 2A & 2B

Client hereby acknowledges receipt of a copy of Part 2A & 2B of Adviser’s Form ADV and Privacy Notice.

15. Governing Law

The internal law of Maryland will govern this agreement. However, nothing in this agreement will be construed contrary to the Advisers Act or any rule or order of the Securities and Exchange Commission under the Advisers Act.

16. Severability

The parties hereby agree that if any term, provision, duty, obligation or undertaking herein contained is held to be unenforceable or in conflict with applicable law, the validity of the remaining portions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if such invalid or unenforceable provision was not contained herein.

Type of Account (select one)

Balanced

These accounts are composed of equity, fixed income and cash investments. This option is typically chosen when the account represents a significant percentage of a client’s overall financial net worth or for those clients who desire a lower overall risk level as compared to a straight equity account. On average, balanced accounts hold between 25 and 30 stocks (representing 65% of the total portfolio) with the remaining portion of the account in fixed income and cash.

___ Standard (65/35 Equity/Fixed Income & Cash) OR

___ (75/25) OR ___ (55/45) ___ (30/70)

Opportunistic Value

These accounts can have up to 100% of assets invested in stocks and will often include opportunistic fixed income investments. Opportunistic Value accounts typically hold between 30 and 35 stocks. A more concentrated strategy is available where accounts typically hold a smaller number of stocks (approximately 20 to 25). Opportunistic Value accounts are designed for those who wish to maximize our equity investment strategy while assuming a commensurate level of risk.

        Standard Opportunistic Value OR ___Concentrated Opportunistic Value

Investment Restrictions:                                  

Link this Account with Related Accounts:                                                                                                    

Investment Experience (Circle: N-None, L-Limited, M-Moderate, E-Extensive)

Equities	N	L	M	E
Bonds	N	L	M	E
Options/Futures	N	L	M	E
Mutual Funds	N	L	M	E
Annuities	N	L	M	E
Margin Trading	N	L	M	E

Investment Objective and Associated Risk Tolerance (choose one)		Time Horizon (choose one)
Capital Preservation	____   Low	3-5 years*
Income	____   Low ____   Medium ____   High	5-10 years
Growth	____   Medium ____   High	> 10 years
Speculation	____   High

*Individuals with a time horizon less than three years should not open an account with RAM.

If your portfolio declined in value by 10% during the course of a year, how do you think you would respond?

I could not tolerate this type of decline in value and would then invest more conservatively. While I would be uncomfortable with this decline in value, I would not consider investing more conservatively.

I would accept this decline in value, as part of the long-term investment process, and not make changes to my portfolio as long as I felt I was still on track to achieve my long-term goal.

Accepted By:
	Client Name	Client Signature	Date
Accepted By:
	Client Name	Client Signature	Date
Accepted By:
		Adviser	Title

EX-7.02

Exhibit 7.02

June 22, 2015

Board of Directors

Rosetta Stone, Inc.

1919 N. Lynne Street, Suite 700

Arlington, VA 22209-1743

Dear Board of Directors:

Roumell Asset Management, LLC owns over 5% of Rosetta Stone’s (RST) outstanding shares. We are patient, long-term investors in well-capitalized out-of-favor, overlooked and misunderstood securities. We believe RST fits nicely in our portfolio and remains significantly undervalued. We understand why certain private equity firms would be reaching out to the company now given the company’s current market capitalization and recent operational challenges. However, we would only be supportive of a buyout that fairly represents the value of the company and we believe that amount is at a substantial premium to the current price.

Recently we met with new interim CEO, John Hass, Chairman Patrick Gross and Global Enterprise & Education (E&E) President, Judy Verses. It is our view that these individuals make up an exceptionally strong company nucleus. They have a well-articulated, thoughtful and reasonable plan toward profitability with management incentives properly in place. Chairman Gross has impressed us an astute businessman with a long record of success and temperamentally fit to oversee what we believe is a very exciting new phase for the company.

Mr. Hass, with his Goldman Sachs and operational background, appears to us to be well-suited to take advantage of RST’s market opportunity, particularly with the assistance of experienced cost-rationalizer Al Angrisani. To wit, he is proceeding with laser-like focus on the company’s E&E business and combining three current technology platforms into one, which will result in significant cost savings. Mr. Hass understands that the company’s brand is a valuable asset and views Lexia as a likely homerun for the company. Lexia now has eight consecutive quarters of double-digit year-over-year revenue growth with mid-90% renewal rates. The company’s decision to combine Lexia Reading and K-12 language learning into Language Arts (LA), under the direction of proven education builder Mr. Nick Gaehde, makes great sense. Our field checks indicate that Lexia is being very well received in the marketplace and winning business as a result of its demonstrated efficacy through measureable results and consequently becoming more widely known among educators purchasing reading software. Lexia’s revenue has grown from $15 million at the time of purchase to today’s $25 million run rate. Through discussions with knowledgeable investors in the education space, we believe the LA segment itself, roughly $65 million in revenue, is worth more than the company’s current enterprise value. M&A transactions in the space are known to the board and don’t need to be reiterated here.

We were pleased to learn that the company does not view Fit Brains as core to its mission. Given that Fit Brains’ revenue has grown from $2 million to $5 million, it is our belief that selling it for at least its $12 million purchase price should be attainable and provide a nice cash infusion.

In summary, we are very pleased with the Management team’s renewed focus on returning RST to growth and profitability. We also reiterate our patient approach to investing and allowing management time to execute their strategy. However, ultimately Management and the Board of course have a duty to maximize shareholder value and that includes the timely analysis and consideration of all offers to purchase the company at a fair price. We can certainly see a scenario where the combination into a larger organization would create massive value. As such, we believe private equity or a strategic buyer would pay a price at a substantial premium to today’s value. We strongly encourage Management and the Board to address all existing acquisition inquiries. Moreover, we believe an investment banking firm should be immediately engaged to run an independent process and communicate the results of that process back to shareholders in a timely fashion and certainly within 90 days.

We appreciate the significant effort extended by the Board and Management team. We look forward to supporting the success of RST.

Sincerely,

Roumell Asset Management, LLC

EX-7.03

Exhibit 7.03

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them this Schedule 13D (including further amendments thereto) with respect to the common stock of Rosetta Stone Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing.

This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 22nd day of June 2015.

By:   /s/ James C. Roumell

James C. Roumell

ROUMELL ASSET MANAGEMENT, LLC

By:  /s/ James C. Roumell

James C. Roumell, President