X0306 4 2012-12-19 0 0001351285 ROSETTA STONE INC RST 0001454624 Adams Tom Peder Herman C/O ROSETTA STONE INC. 1919 NORTH LYNN STREET 7TH FLOOR ARLINGTON VA 22209 1 0 0 0 Common Stock 2012-12-19 4 S 0 10550 12.1330 D 455979 D Common Stock 2012-12-20 4 S 0 10550 12.2113 D 445429 D Common Stock 1780 I Shares held by wife These shares were sold pursuant to a 10b5-1 Trading Plan adopted by the reporting person on November 13, 2012. This transaction was executed in multiple trades at prices ranging from $12.07 to $12.27 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $12.09 to $12.36 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Michael C. Wu, Attorney-in-fact 2012-12-21