SEC Form 4 · accession 0001140361-15-015773
ROSETTA STONE INC · RST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Nierenberg
Director
Period of report
Apr 15, 2015
Accepted (ET)
Apr 17, 2015 · 5:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001351285
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4,F1,F2 | $7.95 | Apr 15, 2015 | A | 1,771 | A | — | Apr 14, 2024 | Common Stock | 1,771 | 1,771 | I |
| Restricted Stock UnitF4,F3 | $0.00 | Apr 15, 2015 | A | 1,080 | A | — | Apr 14, 2024 | Common Stock | 1,080 | 1,080 | I |
Explanation of responses
- F1The exercise price is equal to the closing price of the common stock of the Issuer on the New York Stock Exchange on April 15, 2015, the date of grant.
- F2Pursuant to the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended and restated, 1/4 of the stock options shall be vested and exercisable on the last day of the third month after the date of grant and 1/4 of the shares subject to the option shall become vested each quarter thereafter.
- F3Restricted 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.
- F4By The D3 Family Fund, L.P. (Family Fund), and The D3 Bulldog Fund, L.P. (Bulldog Fund), for which Nierenberg Investment Management Company, Inc. (NIMCO) serves as the general partner. The reporting person serves as President of NIMCO. Under the terms of the partnership agreements governing the Funds, all compensation payable by the Issuer to the reporting person is required to be assigned to the Funds.