13D Filing: Nierenberg Investment Management and Rosetta Stone Inc (RST)

1

NAME OF REPORTING PERSONS

The DIII Offshore Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bahamas

NUMBER OF SHARES

BENEFICIALLY

7

SOLE VOTING POWER

0

OWNED BY

EACH

REPORTING

8

SHARED VOTING POWER

62,986 common shares (0.3%)

PERSON

WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

62,986

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

For the reporting person listed on this page, 62,986; for all reporting persons as a group, 1,223,024 shares (5.5%)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

For the reporting person listed on this page, 0.3%; for all reporting persons as a group, 5.5%

14

TYPE OF REPORTING PERSON

PN