ROSETTA STONE INC 4
4 · ROSETTA STONE INC · Filed Apr 23, 2009
Insider Transaction Report
Form 4
WITT LAURA
Director10% Owner
Transactions
- Sale
Common Stock
2009-04-21$16.74/sh−2,456,502$41,121,843→ 5,099,618 total(indirect: By Partnership) - Conversion
Series A-1 Preferred
2009-04-21−261,558→ 0 total(indirect: See Footnote)→ Common Stock (6,800,508 underlying) - Conversion
Common Stock
2009-04-21+6,800,508→ 7,556,120 total(indirect: By Partnership)
Footnotes (4)
- [F1]Shares at common stock acquired upon conversion of preferred stock include (i) 6,017,752 shares by ABS Capital Partners IV, LP, (ii) 201,474 shares by ABS Capital Partners IV-A, LP (iii) 345,618 shares by ABS Capital Partners Offshore LP, and (iv) 235,664 shares by ABS Capital Partners Special Offshore, LP. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Ms. Witt is a managing member of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- [F2]Shares sold include (i) 2,173,753 shares of common stock owned by ABS Capital Partners IV, L.P., (ii) 72,777 shares of common stock owned by ABS Capital Partners IV-A, LP., (iii) 124,845 shares of common stock owned by ABS Capital Partners IV Offshore, L.P., and (iv) 85,127 shares of common stock owned by ABS Capital Partners IV Special Offshore, L.P. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Ms. Witt is a managing member of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- [F3]Shares at common stock held after sale include (i) 4,512,641 shares by ABS Capital Partners IV, LP, (ii) 151,083 shares by ABS Capital Partners IV-A, LP, (iii) 259,175 shares by ABS Capital Partners Offshore, LP, and (iv) 176,719 shares by ABS Capital Partners Special Offshore, LP. ABS Partners IV, LLC is the general partner of each such entity and has voting and dispositive power over these shares. Ms. Witt is a managing member of ABS Partners IV, LLC and may be deemed to share voting or dispositive power over such shares. Ms. Witt disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- [F4]The Series A-1 Preferred Stock automatically converted into common stock upon the closing of the initial public offering of the issuer for no additional consideration.