X0203 3 2009-04-15 0 0001351285 ROSETTA STONE INC RST 0001454722 Coleman John T C/O ROSETTA STONE 1919 NORTH LYNN STREET, 7TH FLOOR ARLINGTON VA 22209 1 0 0 0 Employee Stock Option 3.85 2007-04-01 2016-05-22 Common Stock 19500 D Employee Stock Option 6.08 2008-04-01 2017-03-21 Common Stock 6500 D Employee Stock Option 2009-04-15 2019-04-15 Common Stock 2658 D Restricted Stock Units 0 2009-04-15 2050-04-15 Common Stock 1462 D Includes an aggregate of 4,875 shares represented by unvested stock awards. Option vests at a rate of 1/16 per quarter. Includes an aggregate of 3,250 shares represented by unvested stock awards. Option vests at a rate of 1/16 per quarter. 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. Exhibit 24 - Power of Attorney Michael C. Wu, Power of Attorney 2009-04-15