SEC Form 4 · accession 0001209191-17-053079
ROSETTA STONE INC · RST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
OSMIUM CAPITAL LP
10% Owner
Osmium Partners, LLC
10% Owner
Spartan L P Osmium
10% Owner
John Hartnett Lewis
10% Owner
Osmium Capital II, LP
10% Owner
Osmium Diamond, LP
10% Owner
Osmium Special Opportunity Fund, LP
10% Owner
Period of report
Sep 15, 2017
Accepted (ET)
Sep 15, 2017 · 8:07 pm EDT
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 StockF1,F2 | Sep 15, 2017 | S | 35,000 | $9.0989 | D | 437,685 | I | By Osmium Capital, LP |
| Common StockF1,F2 | Sep 15, 2017 | S | 15,000 | $9.0989 | D | 253,298 | I | By Osmium Capital II, LP |
| Common StockF1,F2 | Sep 15, 2017 | S | 55,000 | $9.0989 | D | 205,842 | I | By Osmium Diamond, LP |
| Common StockF2 | Sep 15, 2017 | X | 120,000 | $5.00 | A | 557,685 | I | By Osmium Capital, LP |
| Common StockF2 | Sep 15, 2017 | X | 130,000 | $7.50 | A | 687,685 | I | By Osmium Capital, LP |
| Common StockF2 | Sep 15, 2017 | X | 20,000 | $5.00 | A | 273,298 | I | By Osmium Capital II, LP |
| Common StockF2 | Sep 15, 2017 | X | 70,000 | $7.50 | A | 343,298 | I | By Osmium Capital II, LP |
| Common StockF2 | Sep 15, 2017 | X | 20,000 | $5.00 | A | 225,842 | I | By Osmium Diamond, LP |
| Common StockF2 | Sep 15, 2017 | X | 40,000 | $5.00 | A | 209,194 | I | By Osmium Spartan, LP |
| Common StockF2 | holding | — | — | — | 661,445 | I | By Osmium Special Opportunity Fund, LP | |
| Common StockF2 | holding | — | — | — | 92,020 | I | By John H. Lewis |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (right to buy)F2 | $5.00 | Sep 15, 2017 | X | 1,200 | D | Feb 10, 2017 | Sep 15, 2017 | Common Stock | 120,000 | 0 | I |
| Call Option (right to buy)F2 | $7.50 | Sep 15, 2017 | X | 1,300 | D | Feb 3, 2017 | Sep 15, 2017 | Common Stock | 130,000 | 0 | I |
| Call Option (right to buy)F2 | $5.00 | Sep 15, 2017 | X | 200 | D | Feb 10, 2017 | Sep 15, 2017 | Common Stock | 20,000 | 0 | I |
| Call Option (right to buy)F2 | $7.50 | Sep 15, 2017 | X | 700 | D | Feb 3, 2017 | Sep 15, 2017 | Common Stock | 70,000 | 0 | I |
| Call Option (right to buy)F2 | $5.00 | Sep 15, 2017 | X | 400 | D | Feb 10, 2017 | Sep 15, 2017 | Common Stock | 40,000 | 0 | I |
| Call Option (right to buy)F2 | $5.00 | Sep 15, 2017 | X | 200 | D | Feb 10, 2017 | Sep 15, 2017 | Common Stock | 20,000 | 0 | I |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $8.98 to $9.23. The price reported above in Column 4 of Table I reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer complete information regarding the number of shares and prices at which each of the individual transactions was effected.
- F2The general partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, LP is Osmium Partners, LLC. John H. Lewis is the controlling member of Osmium Partners, LLC, and Mr. Lewis may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, LP. Mr. Lewis disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Lewis is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
Remarks
The fund elected to reduce its ownership from 10.5% to slightly under 10% and intends to remain a long term shareholder of the issuer.