SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ROSETTA STONE INC [ RST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/15/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/15/2020 | D | 19,510(1) | D | $30 | 0 | D | |||
| Common Stock | 10/15/2020 | D | 5,427(2) | D | $30 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $7.47 | 10/15/2020 | D | 2,163 | (3) | 02/19/2026 | Common Stock | 2,163 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of that certain Agreement and Plan of Merger, dated August 29, 2020, by and among the Issuer, Cambium Holding Corp., a Delaware corporation ("Parent"), and Empower Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Merger Agreement"), immediately prior to the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of common stock, $0.00005 par value per share, of the Company ("Common Stock"), including any outstanding Company restricted shares, was cancelled and the Reporting Person was entitled to receive, in respect of each share of Common Stock, an amount (subject to any applicable withholding tax) in cash equal to $30.00. Includes 13,367 Company restricted shares outstanding immediately prior to the Effective Time. |
| 2. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each performance share unit ("PSU") that was outstanding and has not been settled was cancelled, and the Reporting Person was entitled to receive an amount in cash equal to $30.00 times the number of shares of common stock underlying such PSU deemed earned based on projected performance against relevant performance goals based on July 2020 forecasts. |
| 3. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each stock option that was outstanding and unexercised vested in full and was cancelled, and the Reporting Person was entitled to receive, in respect of each share of Common Stock subject to such stock option, an amount (subject to any applicable withholding tax) in cash equal to $30.00 minus the exercise price per share subject to such stock option. |
| Remarks: |
| /s/ Sean J. Klein, Attorney-in-fact | 10/15/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||