8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 27, 2018

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-23137	91-1628146
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1501 First Avenue South, Suite 600

Seattle, Washington 98134

(Address of principal executive offices) (Zip code)

(206) 674-2700

Registrant's telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

On February 27, 2018, RealNetworks, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to Amended and Restated Shareholder Rights Plan, dated as of December 2, 2008 (as amended, the “Rights Agreement”), between the Company and Computershare Inc. (as successor to Computershare Shareowner Services LLC, f/k/a Mellon Investor Services LLC). Capitalized terms used but not otherwise defined have the meaning given to them in the Rights Agreement.

The Amendment provides that Robert Glaser shall cease to be the Grandfathered Shareholder at such time that he becomes the Beneficial Owner (excluding, solely for this purpose, any Common Shares for which Mr. Glaser otherwise becomes the Beneficial Owner upon the vesting or exercise of any stock options or other stock-based awards granted to Mr. Glaser in connection with his employment with the Company) of more than 38.5% of the then-outstanding Common Shares.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	Amendment No. 2, dated as of February 27, 2018, to Amended and Restated Shareholder Rights Plan, dated as of December 2, 2008, between RealNetworks, Inc. and Computershare Inc. (as successor to Computershare Shareowner Services LLC, f/k/a Mellon Investor Services LLC), as rights agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REALNETWORKS, INC.
By:	/s/ Michael Parham
	Michael Parham
	Senior Vice President, General Counsel and Corporate Secretary

Dated: February 28, 2018

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amendment No. 2, dated as of Februry 27, 2018, to Amended and Restated Shareholder Rights Plan, dated as of December 2, 2008, between RealNetworks, Inc. and Computershare Inc. (as successor to Computershare Shareowner Services LLC, f/k/a Mellon Investor Services LLC), as rights agent.

EX-4.1

AMENDMENT NO. 2 TO AMENDED AND RESTATED

SHAREHOLDER RIGHTS PLAN

by and between

RealNetworks, Inc.

and

Computershare Inc.

This Amendment No. 2 to Amended and Restated Shareholder Rights Plan (this “Amendment”) is made and entered into as of February 27, 2018, by and between RealNetworks, Inc., a Washington corporation (the “Company”), and Computershare Inc., a Delaware corporation and successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Amended and Restated Shareholder Rights Plan, as amended, by and between the Company and the Rights Agent, dated as of December 2, 2008 (the “Agreement”).

WHEREAS, the Company and the Rights Agent are parties to the Agreement;

WHEREAS, pursuant to Section 27 of the Agreement, prior to the occurrence of a Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, amend the Agreement in any respect without the approval of any holders of Rights; and

WHEREAS, no Distribution Date has occurred prior to the date of this Amendment and the Company desires to amend certain provisions of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Agreement and this Amendment, the parties hereto hereby agree as follows:

1.Amendment of Agreement. Section 1(t) of the Agreement is hereby amended to read in its entirety as follows:

“(t)    “Grandfathered Shareholder” shall mean Robert Glaser; provided, however, that Mr. Glaser shall cease to be the Grandfathered Shareholder at such time that he becomes the Beneficial Owner (excluding, solely for this purpose, any Common Shares for which Mr. Glaser otherwise becomes the Beneficial Owner upon the vesting or exercise of any stock options or other stock-based awards granted to Mr. Glaser in connection with his employment with the Company) of more than 38.5% of the then-outstanding Common Shares.”

2.Confirmation of Agreement. Except as amended or modified hereby, all terms, covenants and conditions of the Agreement as heretofore in effect shall remain in full force and effect and are hereby ratified and confirmed in all respects.

3.Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Washington and for all purposes shall be governed by and construed under the laws of such State applicable to contracts made and to be performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

4.Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature. This Amendment shall be effective as of the date hereof.

5.Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

6.Agreement as Amended. From and after the date of this Amendment, any reference to the Agreement shall mean the Agreement as amended hereby.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

REALNETWORKS, INC.

By:    /s/ Michael Parham    

Name: Michael Parham

Title: Senior Vice President, General Counsel & Corporate Secretary

COMPUTERSHARE INC., as Rights Agent

By:    /s/ Fred Papenmeier    

Name: Fred Papenmeier

Title: Vice President & Manager

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