SEC Form 4 · accession 0001209191-19-019153
ROSETTA STONE INC · RST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
M. Sean Hartford
Officer — Principal Accounting Officer
Period of report
Mar 11, 2019
Accepted (ET)
Mar 13, 2019 · 4:26 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 Stock | Mar 11, 2019 | M | 942 | $9.78 | A | 13,897 | D | |
| Common Stock | Mar 11, 2019 | M | 10,578 | $15.69 | A | 24,475 | D | |
| Common Stock | Mar 11, 2019 | M | 2,164 | $7.47 | A | 26,639 | D | |
| Common StockF1 | Mar 11, 2019 | S | 13,684 | $21.67 | D | 12,955 | D | |
| Common StockF2 | Mar 11, 2019 | S | 3,304 | $21.80 | D | 9,651 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $15.69 | Mar 11, 2019 | M | 10,578 | D | — | Jun 16, 2023 | Common Stock | 10,578 | 0 | D |
| Stock Option (right to buy)F4 | $7.47 | Mar 11, 2019 | M | 2,164 | D | — | Feb 19, 2026 | Common Stock | 2,164 | 2,163 | D |
| Stock Option (right to buy)F3 | $9.78 | Mar 11, 2019 | M | 942 | D | — | Feb 12, 2025 | Common Stock | 942 | 0 | D |
| Performance Share UnitsF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,380 | 3,380 | D |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $21.39 to $21.87 per share. The price reported above reflects the weighted average sale price. 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 and prices at which the transaction was effected.
- F2Includes 9,651 shares of restricted common stock on which the restrictions have not yet lapsed.
- F3Options are fully vested.
- F4Options shall vest at a rate of one-quarter per annum, beginning one year from February 19, 2016, the date of grant.
- F5Represents 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. These shares were reported originally in Table I on the reporting person's Form 4 filed February 25, 2019 but have been moved to Table II herein to align with how the shares are reflected in the issuer's equity reporting system.