A John Hass Form 4 ROSETTA STONE / A John Hass ownership change

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^*

Hass A John

(Last) (First) (Middle)

C/O ROSETTA STONE INC.

1621 NORTH KENT STREET, SUITE 1200

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC [ RST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/22/2018		A		21,630(1)	A	$0	287,196	D
Common Stock	02/22/2018		A		108,595(2)	A	$0	395,791	D
Common Stock	02/22/2018		A		70,423(3)	A	$0	466,214(4)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. These shares are subject to forfeiture restrictions that lapse 1/12 per month over twelve months beginning March 22, 2018.

2. These shares are subject to forfeiture restrictions that lapse at a rate of 1/2, 1/4 and 1/4 per year, respectively, beginning on March 17, 2018.

3. These shares were granted and reported as performance share units on April 4, 2016, subject to the achievement of cumulative total shareholder return over 2016 and 2017 and forfeiture restrictions that lapse on the anniversary of the date of grant over three years, at a rate of at a rate of 1/3 per year, beginning on the second anniversary of the date of grant.

4. The number of securities beneficially owned reflects an adjustment from the target opportunity reported on Form 4 dated April 6, 2016, of 70,423 Common Stock, to what was actually granted, 140,846 Common Stock, upon achievement of cumulative total shareholder return over 2016 and 2017.

5. Includes 306,523 shares of restricted common stock on which forfeiture restrictions have not yet lapsed.

Remarks:

	/s/ Sonia Galindo, Attorney-in-fact	02/26/2018
	** 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).
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