Osmium Capital II Form 4 ROSETTA STONE / John Hartnett Lewis 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^*

Osmium Partners, LLC

(Last) (First) (Middle)

300 DRAKES LANDING ROAD

SUITE 172

(Street)

GREENBRAE CA 94904

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2017

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

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

	Form filed by One Reporting Person
X	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	09/15/2017		S		35,000	D	$9.0989(1)	437,685	I	By Osmium Capital, LP(2)
Common Stock	09/15/2017		S		15,000	D	$9.0989(1)	253,298	I	By Osmium Capital II, LP(2)
Common Stock	09/15/2017		S		55,000	D	$9.0989(1)	205,842	I	By Osmium Diamond, LP(2)
Common Stock	09/15/2017		X		120,000	A	$5	557,685	I	By Osmium Capital, LP(2)
Common Stock	09/15/2017		X		130,000	A	$7.5	687,685	I	By Osmium Capital, LP(2)
Common Stock	09/15/2017		X		20,000	A	$5	273,298	I	By Osmium Capital II, LP(2)
Common Stock	09/15/2017		X		70,000	A	$7.5	343,298	I	By Osmium Capital II, LP(2)
Common Stock	09/15/2017		X		20,000	A	$5	225,842	I	By Osmium Diamond, LP(2)
Common Stock	09/15/2017		X		40,000	A	$5	209,194	I	By Osmium Spartan, LP(2)
Common Stock								661,445	I	By Osmium Special Opportunity Fund, LP(2)
Common Stock								92,020	I	By John H. Lewis(2)

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
Call Option (right to buy)	$5	09/15/2017		X			1,200	02/10/2017	09/15/2017	Common Stock	120,000	$0.00	0	I	By Osmium Capital, LP(2)
Call Option (right to buy)	$7.5	09/15/2017		X			1,300	02/03/2017	09/15/2017	Common Stock	130,000	$0.00	0	I	By Osmium Capital, LP(2)
Call Option (right to buy)	$5	09/15/2017		X			200	02/10/2017	09/15/2017	Common Stock	20,000	$0.00	0	I	By Osmium Capital II, LP(2)
Call Option (right to buy)	$7.5	09/15/2017		X			700	02/03/2017	09/15/2017	Common Stock	70,000	$0.00	0	I	By Osmium Capital II, LP(2)
Call Option (right to buy)	$5	09/15/2017		X			400	02/10/2017	09/15/2017	Common Stock	40,000	$0.00	0	I	By Osmium Spartan, LP(2)
Call Option (right to buy)	$5	09/15/2017		X			200	02/10/2017	09/15/2017	Common Stock	20,000	$0.00	0	I	By Osmium Diamond, LP(2)

1. Name and Address of Reporting Person^*

Osmium Partners, LLC

(Last) (First) (Middle)

300 DRAKES LANDING ROAD

SUITE 172

(Street)

GREENBRAE CA 94904

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OSMIUM CAPITAL LP

(Last) (First) (Middle)

300 DRAKES LANDING ROAD, SUITE 172

(Street)

GREENBRAE CA 94904

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Osmium Capital II, LP

(Last) (First) (Middle)

300 DRAKES LANDING ROAD, SUITE 172

(Street)

GREENBRAE CA 94904

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OSMIUM SPARTAN L P

(Last) (First) (Middle)

300 DRAKES LANDING ROAD, SUITE 172

(Street)

GREENBRAE CA 94904

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Osmium Diamond, LP

(Last) (First) (Middle)

300 DRAKES LANDING ROAD, SUITE 172

(Street)

GREENBRAE CA 94904

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Osmium Special Opportunity Fund, LP

(Last) (First) (Middle)

300 DRAKES LANDING ROAD, SUITE 172

(Street)

GREENBRAE CA 94904

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lewis John Hartnett

(Last) (First) (Middle)

300 DRAKES LANDING ROAD, SUITE 172

(Street)

GREENBRAE CA 94904

(City) (State) (Zip)

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $8.98 to $9.23. The price reported above in Column 4 of Table I reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer complete information regarding the number of shares and prices at which each of the individual transactions was effected.

2. The general partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, LP is Osmium Partners, LLC. John H. Lewis is the controlling member of Osmium Partners, LLC, and Mr. Lewis may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, LP. Mr. Lewis disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Lewis is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

Remarks:

The fund elected to reduce its ownership from 10.5% to slightly under 10% and intends to remain a long term shareholder of the issuer.

	/s/ John H. Lewis, individually, and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, LP	09/15/2017
	** Signature of Reporting Person	Date
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