SEC Form 4 · accession 0001209191-19-013086
ROSETTA STONE INC · RST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas C Gaehde
Officer — Co-President
Period of report
Feb 21, 2019
Accepted (ET)
Feb 25, 2019 · 5:18 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 StockF1 | Feb 21, 2019 | A | 2,251 | $0.00 | A | 70,710 | D | |
| Common StockF2 | Feb 21, 2019 | A | 450 | $0.00 | A | 71,160 | D | |
| Common StockF3 | Feb 21, 2019 | A | 11,257 | $0.00 | A | 82,417 | D | |
| Common StockF4 | Feb 21, 2019 | A | 25,959 | $0.00 | A | 108,376 | D | |
| Common StockF5,F6 | Feb 22, 2019 | F | 938 | $15.05 | D | 107,438 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In order to better align the interests of the Company's executive officers with shareholders and to conserve cash, 25% of the executive's 2018 annual incentive award was paid in shares of the Company's common stock.
- F2These shares are subject to forfeiture restrictions that will lapse on February 21, 2020.
- F3These shares are subject to forfeiture restrictions that lapse one-quarter per annum beginning one year from February 21, 2019, the date of grant.
- F4Represents shares earned based on performance under the Company's 2017-2018 Long-Term Incentive Program. These shares are subject to forfeiture restrictions that lapse at a rate of 50% on March 17, 2019 and 50% on March 17, 2020.
- F5These shares were sold pursuant to company instructions to satisfy income tax obligations triggered by the lapsing of forfeiture restrictions with respect to shares of restricted stock.
- F6Includes 76,138 shares of restricted common stock on which the restrictions have not yet lapsed.