SEC Form 4 · accession 0001351285-16-000105
ROSETTA STONE INC · RST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A John Hass
Officer — President & CEO · Director
Period of report
Apr 4, 2016
Accepted (ET)
Apr 6, 2016 · 9:05 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 | Apr 4, 2016 | A | 50,704 | $0.00 | A | 93,308 | D | |
| Common StockF2 | Apr 4, 2016 | A | 70,423 | $0.00 | A | 163,731 | D | |
| Common StockF3 | Apr 4, 2016 | A | 70,423 | $0.00 | A | 234,154 | 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)F4,F5 | $7.10 | Apr 4, 2016 | A | 314,465 | A | — | Apr 4, 2026 | Common Stock | 314,465 | 314,465 | D |
| Stock Option (right to buy)F4,F6 | $7.10 | Apr 4, 2016 | A | 314,465 | A | — | Apr 4, 2026 | Common Stock | 314,465 | 628,930 | D |
Explanation of responses
- F1These shares are subject to forfeiture restrictions that lapse 1/12 per month over twelve months beginning May 1, 2016.
- F2These shares are subject to achievement of 2016 financial and operational performance goals and subject to forfeiture restrictions that lapse on the anniversary of the date of grant over three years, at a rate of 1/2, 1/4 and 1/4 per year, respectively, beginning on the first anniversary of the date of grant.
- F3These shares are subject to achievement of cumulative total shareholder return over 2016 and 2017 and subject to forfeiture restrictions that lapse on the anniversary of the date of grant, at a rate of 1/3 per year, beginning on the second anniversary of the date of grant.
- F4The exercise price is equal to the closing price of the common stock of the Issuer on the New York Stock Exchange on April 4, 2016, the date of grant.
- F5These options are subject to achievement of 2016 financial and operational performance goals and shall vest on the anniversary of the date of grant over three years, at a rate of 1/2, 1/4 and 1/4 per year, respectively, beginning on the first anniversary of the date of grant.
- F6These options are subject to achievement of cumulative total shareholder return over 2016 and 2017 and shall vest on the anniversary date of the date of grant over three years, at a rate of 1/3 per year, beginning on the second anniversary of the date of grant.