Edgar Filing: DEVRIES TIMOTHY C

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 ^*

Â Norwest Equity Partners VIII, LP

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2009

3. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC [RST]

(Last)

(First)

(Middle)

3600 IDS CENTER,Â 80 SOUTH 8TH STREET

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)

MINNEAPOLIS,Â MNÂ 55402

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 ⁽¹⁾	494,000	I	See Footnote ⁽¹⁾
Series A-2 Preferred ⁽¹⁾	171,000	I	See Footnote ⁽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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Norwest Equity Partners VIII, LP 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS,Â MNÂ 55402	Â	Â X	Â	Â
Itasca Partners VIII, LLC 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS,Â MNÂ 55402	Â	Â X	Â	Â
DEVRIES TIMOTHY C 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS,Â MNÂ 55402	Â	Â X	Â	Â
WHALEY JOHN P 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS,Â MNÂ 55402	Â	Â X	Â	Â
LINDAHL JOHN E 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS,Â MNÂ 55402	Â	Â X	Â	Â

Signatures

/s/ John P. Whaley, as Managing Administrative Member of Itasca Partners VIII, LLC, for itself and as General Partner of Norwest Equity Partners VIII, L.P.		04/15/2009
^**Signature of Reporting Person		Date
/s/ John P. Whaley, as Attorney-in-Fact for John E. Lindahl		04/15/2009
^**Signature of Reporting Person		Date
/s/ John P. Whaley, as Attorney-in-Fact for Timothy C. DeVries		04/15/2009
^**Signature of Reporting Person		Date
/s/ John P. Whaley		04/15/2009
^**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)	All of the shares reported are held directly by Norwest Equity Partners VIII, LP. Itasca Partners VIII, LLC is the general partner of Norwest Equity Partners VIII, LP and has voting and dispositive power over such shares. John Lindahl and Timothy DeVries are managing members of and John Whaley is managing adminstrative member of Itasca Partners VIII, LLC, and may be deemed to share voting or dispositive power over such shares. Messrs. Lindahl, DeVries and Whaley disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
Â Remarks: UponÂ theÂ closingÂ ofÂ theÂ initialÂ publicÂ offeringÂ ofÂ theÂ issuer,Â eachÂ shareÂ ofÂ preferredÂ stockÂ willÂ automaticallyÂ convertÂ intoÂ 26Â sharesÂ ofÂ commonÂ stockÂ forÂ noÂ additionalÂ consideration.Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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