Abs partners iv llc - see footnote investment history in Rosetta stone inc

Filed on 2009-04-23 by Abs Capital Partners Iv A Lp SEC CIK 1126337 Form 4

Accession 0001104659-09-025802.txt Sec File: edgar/data/1126337/0001104659-09-025802-index.htm

2009-04-21 Abs Partners Iv Llc (CIK 1207738) through See Footnote

Invested in Rosetta Stone Inc sold 261558 shares at $0 remaining shares owned 0

Series A-1 Preferred Rosetta Stone Inc Rst underlying security shares 6800508 underlying security title Common Stock

f1 shares of common stock upon conversion of preffered stock include (i) 6,017,752 shares by abs capital partners iv, l.p., (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. laura witt and phillip clough are managing members of abs partners iv, llc and may be deemed to share voting or dispositive power over such shares. ms. witt and mr. clough disclaim 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.


Filed on 2009-04-23 by Abs Capital Partners Iv A Lp SEC CIK 1126337 Form 4

Accession 0001104659-09-025802.txt Sec File: edgar/data/1126337/0001104659-09-025802-index.htm

2009-04-21 Abs Partners Iv Llc (CIK 1207738) through See Footnote

Invested in Rosetta Stone Inc sold 2456502 shares at $16.74 remaining shares owned 5099618

Common Stock Rosetta Stone Inc Rst Transaction code: S Open market or private sale of securities

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. laura witt and phillip clough are managing members of abs partners iv, llc and may be deemed to share voting or dispositive power over such shares. ms. witt and mr. clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
f3 shares of 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. laura witt and phillip clough are managing members of abs partners iv, llc and may be deemed to share voting or dispositive power over such shares. ms. witt and mr. clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.


Filed on 2009-04-23 by Abs Capital Partners Iv A Lp SEC CIK 1126337 Form 4

Accession 0001104659-09-025802.txt Sec File: edgar/data/1126337/0001104659-09-025802-index.htm

2009-04-21 Abs Partners Iv Llc (CIK 1207738) through See Footnote

Invested in Rosetta Stone Inc bought 6800508 shares at $0 remaining shares owned 7556120

Common Stock Rosetta Stone Inc Rst Transaction code: C Conversion of derivative security (usually options)

f1 shares of common stock upon conversion of preffered stock include (i) 6,017,752 shares by abs capital partners iv, l.p., (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. laura witt and phillip clough are managing members of abs partners iv, llc and may be deemed to share voting or dispositive power over such shares. ms. witt and mr. clough disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.


Filed on 2009-04-15 by Abs Capital Partners Iv A Lp SEC CIK 1126337 Form 3

Accession 0001104659-09-024310.txt Sec File: edgar/data/1126337/0001104659-09-024310-index.htm

2009-04-15 Abs Partners Iv Llc (CIK 1207738) through See Footnote

Invested in Rosetta Stone Inc remaining shares owned 261558

Series A-1 Preferred Rosetta Stone Inc Rst

f1 includes (i) 668,642 shares of common stock and 231,452 shares of series a-1 preferred owned by abs capital partners iv, l.p., (ii) 22,386 shares of common stock and 7,749 shares of series a-1 preferred owned by abs capital partners iv-a, lp., (iii) 38,402 shares of common stock and 13,293 shares of series a-1 preferred owned by abs capital partners iv offshore, l.p., and (iv) 26,182 shares of common stock and 9,064 shares of series a-1 preferred owned by abs capital partners iv special offshore, l.p. abs partners iv, l.l.c. is the general partner of each such entity and has voting and dispositive power over these shares. phil clough and laura witt, who serve on our board of directors, are managing members of abs partners iv, l.l.c. and may be deemed to share voting or dispositive power over such shares. mr. clough and ms. witt disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.


Filed on 2009-04-15 by Abs Capital Partners Iv A Lp SEC CIK 1126337 Form 3

Accession 0001104659-09-024310.txt Sec File: edgar/data/1126337/0001104659-09-024310-index.htm

2009-04-15 Abs Partners Iv Llc (CIK 1207738) through See Footnote

Invested in Rosetta Stone Inc remaining shares owned 755612

Common Stock Rosetta Stone Inc Rst

f1 includes (i) 668,642 shares of common stock and 231,452 shares of series a-1 preferred owned by abs capital partners iv, l.p., (ii) 22,386 shares of common stock and 7,749 shares of series a-1 preferred owned by abs capital partners iv-a, lp., (iii) 38,402 shares of common stock and 13,293 shares of series a-1 preferred owned by abs capital partners iv offshore, l.p., and (iv) 26,182 shares of common stock and 9,064 shares of series a-1 preferred owned by abs capital partners iv special offshore, l.p. abs partners iv, l.l.c. is the general partner of each such entity and has voting and dispositive power over these shares. phil clough and laura witt, who serve on our board of directors, are managing members of abs partners iv, l.l.c. and may be deemed to share voting or dispositive power over such shares. mr. clough and ms. witt disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.