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 *
  Ludwig Eric B
 2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2014		 3. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC [RST]
(Last)
(First)
(Middle)
C/O ROSETTA STONE INC., 1919 NORTH LYNN STREET, 7TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Consumer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ARLINGTON, VA 22209		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 15,226 (1)
D
 

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
Employee Stock Option   (2) 10/15/2020 Common Stock 3,901 (3) $ 21.55 D  
Employee Stock Option   (4) 05/26/2021 Common Stock 892 (5) $ 13.66 D  
Employee Stock Option   (6) 02/23/2022 Common Stock 1,641 (7) $ 8.95 D  
Employee Stock Option   (8) 02/21/2023 Common Stock 3,058 (9) $ 12.47 D  
Employee Stock Option   (10) 02/14/2024 Common Stock 22,170 (11) $ 11.96 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ludwig Eric B
C/O ROSETTA STONE INC.
1919 NORTH LYNN STREET, 7TH FLOOR
ARLINGTON, VA 22209		       Sr. VP, Consumer  

Signatures

Christian S. Na, Attorney-in-fact 09/04/2014
**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) Includes 9,376 shares of restricted common stock on which the restrictions have not yet lapsed.
(2) Options vest at a rate of one-quarter per annum, beginning one year from October 15, 2010, the date of grant.
(3) Includes an aggregate of 2,926 fully vested options.
(4) Options vest at a rate of one-quarter per annum, beginning one year from May 26, 2011, the date of grant.
(5) Includes an aggregate of 446 fully vested options.
(6) Options vest at a rate of one-quarter per annum, beginning one year from February 23, 2012, the date of grant.
(7) Includes an aggregate of 0 fully vested options.
(8) Options vest at a rate of one-quarter per annum, beginning one year from February 21, 2013, the date of grant.
(9) Includes an aggregate of 765 fully vested options.
(10) Options vest at a rate of one-quarter per annum, beginning one year from February 14, 2014, the date of grant.
(11) Includes an aggregate of 0 fully vested options.
 
Remarks:
Mr. Ludwig was designated a Section 16 Officer by the Rosetta Stone Inc. Board of Directors on August 26, 2014.

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