SEC Form 4 · accession 0001140361-17-044469
ROSETTA STONE INC · RST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Nierenberg
Director
Period of report
Nov 28, 2017
Accepted (ET)
Nov 30, 2017 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001351285
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F1 | Nov 28, 2017 | S | 24,859 | $12.06 | D | 296,318 | I | By The D3 Family Fund, LP |
| Common StockF2,F3,F1 | Nov 28, 2017 | S | 48,695 | $12.06 | D | 724,839 | I | By The D3 Family Bulldog Fund, LP |
| Common StockF2,F3,F1 | Nov 28, 2017 | S | 4,232 | $12.06 | D | 53,740 | I | By The DIII Offshore Fund, LP |
| Common StockF2,F4,F1 | Nov 29, 2017 | S | 12,901 | $11.99 | D | 283,417 | I | By The D3 Family Fund, LP |
| Common StockF2,F4,F1 | Nov 29, 2017 | S | 31,559 | $11.99 | D | 693,280 | I | By The D3 Family Bulldog Fund, LP |
| Common StockF2,F4,F1 | Nov 29, 2017 | S | 2,340 | $11.99 | D | 51,400 | I | By The DIII Offshore Fund, LP |
| Common StockF2,F5,F1 | Nov 30, 2017 | S | 20,790 | $11.97 | D | 262,627 | I | By The D3 Family Fund, LP |
| Common StockF2,F5,F1 | Nov 30, 2017 | S | 50,854 | $11.97 | D | 642,426 | I | By The D3 Family Bulldog Fund, LP |
| Common StockF2,F5,F1 | Nov 30, 2017 | S | 3,770 | $11.97 | D | 47,630 | I | By The DIII Offshore Fund, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reporting person disclaims ownership of these securities except to the extent of the reporting person's pecuniary interest therein.
- F2These shares were sold pursuant to standard re-balancing due to the applicable Funds' practices.
- F3This transaction was executed in multiple trades at an average price of $12.06 per share. 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 sold at each transaction.
- F4This transaction was executed in multiple trades at an average price of $11.99 per share.
- F5This transaction was executed in multiple trades at an average price of $11.97 per share.