Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Osmium Partners, LLC
   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)
(Last)
(First)
(Middle)
300 DRAKES LANDING ROAD, SUITE 172		 3. Date of Earliest Transaction (Month/Day/Year)
12/29/2014
(Street)

GREENBRAE, CA 94904		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/29/2014   S   46,454 D $ 10.25 (1) 583,048 I By Osmium Capital, LP (2)
Common Stock 12/30/2014   S   70,793 D $ 9.77 (3) 411,875 I By Osmium Capital II, LP (2)
Common Stock 12/31/2014   S   30,000 D $ 9.74 (4) 553,048 I By Osmium Capital, LP (2)
Common Stock               195,034 I By Osmium Spartan, LP (2)
Common Stock               158,928 I By Osmium Diamond, LP (2)
Common Stock               500,479 I By Osmium Special Opportunity Fund, LP (2)
Common Stock               309,383 I By John H. Lewis directly (2)

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Osmium Partners, LLC
300 DRAKES LANDING ROAD
SUITE 172
GREENBRAE, CA 94904		     X    
OSMIUM CAPITAL LP
C/O OSMIUM PARTNERS LLC
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA 94904		     X    
Osmium Capital II, LP
C/O OSMIUM PARTNERS LLC
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA 94904		     X    
OSMIUM SPARTAN L P
C/O OSMIUM PARTNERS LLC
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA 94904		     X    
Osmium Diamond, LP
C/O OSMIUM PARTNERS, LLC
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA 94904		     X    
Osmium Special Opportunity Fund, LP
C/O OSMIUM PARTNERS LLC
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA 94904		     X    
Lewis John Hartnett
C/O OSMIUM PARTNERS LLC
300 DRAKES LANDING ROAD, SUITE 172
GREENBRAE, CA 94904		     X    

Signatures

 /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   12/31/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This transaction was executed in multiple trades at prices ranging from $10.12 to $10.39. 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 and Osmium Spartan, 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.
(3) This transaction was executed in multiple trades at prices ranging from $9.60 to $10.06. 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.
(4) This transaction was executed in multiple trades at prices ranging from $9.73 to $9.82. 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.

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