Rosetta Stone Inc.
1621 North Kent St., Suite 1200
Arlington, Virginia 22209
August 15, 2019
VIA EDGAR
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn : Jan Woo, Legal Branch Chief
Re:Rosetta Stone Inc. |
Request for Acceleration of Effectiveness |
Registration Statement on Form S-3/A (File No. 333-233046) |
Ladies and Gentlemen:
On behalf of Rosetta Stone Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3, as amended by Amendment No. 1 (File No. 333-233046) (the “Registration Statement”), and declare the Registration Statement effective at 4:30 PM, Eastern Time, on August 19, 2019 or as soon as practicable thereafter.
Please contact the undersigned at 703-387-5815, or Lillian Tsu of Hogan Lovells US LLP at (212) 918-3599, with any questions. Also, please notify Ms. Lillian Tsu when this request for acceleration of effectiveness has been granted.
Very Truly Yours,
Rosetta Stone Inc.
| By: | /s/ Sean J. Klein |
Sean J. Klein
General Counsel & Secretary
CC:Lillian Tsu, Hogan Lovells US LLP