0001209191-20-055082.txt : 20201016
0001209191-20-055082.hdr.sgml : 20201016
20201016170831
ACCESSION NUMBER: 0001209191-20-055082
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201015
FILED AS OF DATE: 20201016
DATE AS OF CHANGE: 20201016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLEIN SEAN
CENTRAL INDEX KEY: 0001782831
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34283
FILM NUMBER: 201244599
MAIL ADDRESS:
STREET 1: 1621 NORTH KENT STREET
STREET 2: SUITE 1200
CITY: ARLINGTON
STATE: VA
ZIP: 22209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ROSETTA STONE INC
CENTRAL INDEX KEY: 0001351285
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 043837082
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1621 NORTH KENT STREET
STREET 2: SUITE 1200
CITY: ARLINGTON
STATE: VA
ZIP: 22209
BUSINESS PHONE: 703-387-5800
MAIL ADDRESS:
STREET 1: 1621 NORTH KENT STREET
STREET 2: SUITE 1200
CITY: ARLINGTON
STATE: VA
ZIP: 22209
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-10-15
1
0001351285
ROSETTA STONE INC
RST
0001782831
KLEIN SEAN
C/O ROSETTA STONE INC.
1621 NORTH KENT STREET, SUITE 1200
ARLINGTON
VA
22209
0
1
0
0
General Counsel & Secretary
Common Stock
2020-10-15
4
D
0
20845
30.00
D
0
D
Common Stock
2020-10-15
4
D
0
11254
30.00
D
0
D
Pursuant to the terms of that certain Agreement and Plan of Merger, dated August 29, 2020, by and among the Issuer, Cambium Holding Corp., a Delaware corporation ("Parent"), and Empower Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Merger Agreement"), immediately prior to the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of common stock, $0.00005 par value per share, of the Company ("Common Stock"), including any outstanding Company restricted shares, was cancelled and the Reporting Person was entitled to receive, in respect of each share of Common Stock, an amount (subject to any applicable withholding tax) in cash equal to $30.00. Includes 18,910 Company restricted shares outstanding immediately prior to the Effective Time.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each performance share unit ("PSU") that was outstanding and has not been settled was cancelled, and the Reporting Person was entitled to receive an amount in cash equal to $30.00 times the number of shares of common stock underlying such PSU deemed earned based on projected performance against relevant performance goals based on July 2020 forecasts.
/s/ Sean J. Klein
2020-10-15