SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jaffe Bruce A.

(Last)

(First)

(Middle)

1501 FIRST AVENUE SOUTH

SUITE 600

(Street)

SEATTLE

98134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REALNETWORKS INC [ RNWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.73	12/21/2022		J⁽¹⁾⁽²⁾			214,173⁽³⁾	12/21/2022	12/21/2022	Common Stock	214,173⁽³⁾	$0.73	0	D
Stock Options (right to buy)	$0.0695	12/21/2022		J⁽¹⁾⁽⁴⁾			5,000⁽³⁾	12/21/2022	12/21/2022	Common Stock	5,000⁽³⁾	$0.73	0	D

Explanation of Responses:

1. On July 27, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Greater Heights LLC, a Washington limited liability company ("Parent"), Greater Heights Acquisition LLC, a Washington limited liability company and wholly owned subsidiary or Parent ("Merger Sub") and, exclusively for purposes specified in the Merger Agreement, Robert Glaser, an individual resident of Washington ("Parent Guarantor"). Pursuant to the Merger Agreement, on December 21, 2022, Merger Sub merged with and into the Company, and the Merger Sub continued as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"), under the name "RealNetworks LLC".

2. Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), together with the applicable terms of the RealNetworks,Inc. 2020 Inducement Equity Plan, the RealNetworks, Inc. 1996 Stock Option Plan, the RealNetworks, Inc. 2005 Stock Incentive Plan and the RealNetworks, Inc. 2007 Employee Stock Purchase Plan (collectively, the "Company Stock Plans"), each performance or restricted stock unit subject to vesting, repurchase, or other lapse of restrictions that was outstanding vested in full (including any outstanding and otherwise unvested restricted stock units all of which vested in full pursuant to their applicable award terms due to not being assumed or substituted for in connection with the Merger) and became free of restrictions and was cancelled and converted automatically into the right to receive the Merger Consideration.

3. In connection with the Merger, these shares were cancelled and converted into the right to receive $0.73 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

4. Pursuant to the Merger Agreement, effective as of the Effective Time of the Merger, together with the applicable terms of the Issuer Stock Plan, each outstanding stock option was cancelled and converted into the right to receive an amount of cash, without interest, equal to the product obtained by multiplying (1) the aggregate number of shares of Issuer common stock subject to such stock option by (2) the excess, if any, of the Merger Consideration over the per share exercise price of the Issuer's common stock underlying such stock option, less any taxes that are required to be withheld under the Merger Agreement.

Remarks:

The foregoing descriptions in notes (1),(2),(3) and (4) are qualified in their entirety by reference to the terms of the Merger Agreement and the Company Stock Plans. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement or the Company Stock Plans, as applicable, the terms set forth in the Merger Agreement or the Company Stock Plans, as applicable, shall control.

	/s/ Michael Parham, attorney-in-fact	12/23/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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