SEC Form 4 · accession 0001351285-17-000013
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
Feb 22, 2017
Accepted (ET)
Feb 24, 2017 · 4:53 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,F2,F3 | Feb 22, 2017 | A | 64,719 | $0.00 | A | 228,450 | 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)F6,F4,F5 | $7.10 | Feb 22, 2017 | A | 144,497 | A | — | Apr 4, 2026 | Common Stock | 144,497 | 458,962 | D |
Explanation of responses
- F1These shares were granted on April 4, 2016, subject to the achievement of FY 2016 financial and operational performance goals and 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.
- F2The number of securities beneficially owned reflects an adjustment from the maximum opportunity reported on Form 4 dated April 6, 2016, of 70,423 Common Stock, to what was actually granted, 64,719 Common Stock, upon achievement of FY 2016 financial and operational performance goals.
- F3Includes 143,596 shares of restricted common stock on which forfeiture restrictions have not yet lapsed.
- 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 were granted on April 4, 2016, subject to the achievement of FY 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.
- F6The number of derivative securities beneficially owned reflects an adjustment of the maximum opportunity reported on Form 4 dated April 6, 2016, of 314,465 Stock Options, to what was actually granted, 144,497 Stock Options, upon achievement of FY 2016 financial and operational performance goals.