13D Filing: Nierenberg Investment Management and Rosetta Stone Inc (RST)

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 838,861 shares of Common Stock held by the Bulldog Fund.

The Offshore Fund, NIMO, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 62,986 shares of Common Stock held by the Offshore Fund.

(c)  During the past sixty (60) days the following sale of Shares of Common Stock were made by the Reporting Persons named below in open market transaction:

(d) No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Person during the past sixty (60) days.