Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
02/10/2017		 3. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC [RST]
(Last)
(First)
(Middle)
300 DRAKES LANDING ROAD, SUITE 172		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GREENBRAE, CA 94904		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 372,685
I
By Osmium Capital, LP (1)
Common Stock 268,298
I
By Osmium Capital II, LP (1)
Common Stock 169,194
I
By Osmium Spartan, LP (1)
Common Stock 260,842
I
By Osmium Diamond, LP (1)
Common Stock 661,445
I
By Osmium Special Opportunity Fund, LP (1)
Common Stock 92,020
I
By John H. Lewis (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option (right to buy) 12/13/2016 03/17/2017 Common Stock 40,000 $ 5 I By Osmium Capital, LP (1)
Call Option (right to buy) 12/13/2016 03/17/2017 Common Stock 60,000 $ 7.5 I By Osmium Capital, LP (1)
Call Option (right to buy) 02/03/2017 09/15/2017 Common Stock 130,000 $ 7.5 I By Osmium Capital, LP (1)
Call Option (right to buy) 02/10/2017 09/15/2017 Common Stock 120,000 $ 5 I By Osmium Capital, LP (1)
Call Option (right to buy) 02/03/2017 09/15/2017 Common Stock 70,000 $ 7.5 I By Osmium Capital II, LP (1)
Call Option (right to buy) 02/10/2017 09/15/2017 Common Stock 20,000 $ 5 I By Osmium Capital II, LP (1)
Call Option (right to buy) 02/10/2017 09/15/2017 Common Stock 40,000 $ 5 I By Osmium Spartan, LP (1)
Call Option (right to buy) 02/10/2017 09/15/2017 Common Stock 20,000 $ 5 I By Osmium Diamond, LP (1)

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
300 DRAKES LANDING ROAD
SUITE 172
GREENBRAE, CA 94904		     X    
Osmium Capital II, LP
300 DRAKES LANDING ROAD
SUITE 172
GREENBRAE, CA 94904		     X    
OSMIUM SPARTAN L P
300 DRAKES LANDING ROAD
SUITE 172
GREENBRAE, CA 94904		     X    
Osmium Diamond, LP
300 DRAKES LANDING ROAD
SUITE 172
GREENBRAE, CA 94904		     X    
Lewis John Hartnett
300 DRAKES LANDING ROAD
SUITE 172
GREENBRAE, CA 94904		     X    
Osmium Special Opportunity Fund, LP
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 02/14/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 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, Osmium Spartan, LP, Osmium Diamond, LP and Osmium Special Opportunity Fund, 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.

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