Rosetta Stone Inc (RST): Roumell Asset Management Decreases Its Stake

Page 5 of 8 – SEC Filing

 

CUSIP No. 777780107

13G

Page 5 of 7 Pages

Item 4.                                Ownership.

(a)	Amount beneficially owned:
	See Items 5-11 on the cover sheets of this Schedule 13G.
(b)	Percent of class:
	Approximately 5.2% (based on the 21,919,136 shares of common stock outstanding as of April 29, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
(c)	Number of shares as to which each person has:
(i)	Sole power to vote or to direct the vote	720,624 (including 15,000 shares held by Roumell)
(ii)	Shared power to vote or to direct the vote		422,444  (through RAM)
(iii)	Sole power to dispose or to direct the disposition of			720,624 (including 15,000 shares held by Roumell)
(iv)	Shared power to dispose or to direct the disposition of				422,444 (through RAM)

Item 5.		Ownership of Five Percent or Less of a Class
		Not applicable.
Item 6.		Ownership of More than Five Percent on Behalf of Another Person.   RAM is the investment advisor to the Fund.  As investment advisor, RAM has investment and voting control over the shares held by the Fund and, therefore, it is the deemed beneficial owner of shares held by the Fund.   RAM has been granted discretionary dispositive power over its clients’ securities and in most instances has voting power over such securities.  Any and all discretionary authority which has been delegated to RAM may be revoked in whole or in part at any time. Roumell is President of RAM and beneficially owns a controlling percentage of its outstanding voting securities.  Roumell is joining in this Schedule 13G because, as a result of his position with and ownership of securities of RAM, Roumell could be deemed to have voting and/or investment power with respect to the shares beneficially owned by RAM.  Roumell disclaims any deemed beneficial ownership in securities held by RAM, except to the extent of his pecuniary interest therein.
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
		Not applicable.
Item 8.		Identification and Classification of Members of the Group.
		Not applicable.
Item 9.		Notice of Dissolution Group.
		Not applicable.