Statement of Changes in Beneficial Ownership (4)
13 February 2020 - 8:16AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
GLASER ROBERT |
2. Issuer Name and Ticker or Trading Symbol
REALNETWORKS INC
[
RNWK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
1501 1ST AVENUE S., SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2020 |
(Street)
SEATTLE, WA 98134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series B Preferred Stock | (1) | 2/10/2020 | | P | | 8064516 | | 2/10/2020 (1) | (2) | Common stock | 8064516 | $1.24 (3) | 8064516 | D | |
Stock Option - Right to Buy | $1.33 | 2/10/2020 | | A | | 138863 | | 12/31/2020 (4) | 2/10/2027 | Common stock | 138863 | $0.00 | 138863 | D | |
Explanation of Responses: |
(1) | Each share of Series B Preferred Stock is convertible into one share of Common Stock anytime at the option of the holder, provided, however, that no conversion is permitted in the event that such conversion would cause Mr. Glaser's beneficial ownership of Common Stock to exceed the 38.5% threshold set forth in the Company's Second Amended and Restated Shareholder Rights Plan dated November 30, 2018. |
(2) | The Series B Preferred Stock has no expiration date. |
(3) | The purchase price per share of the Series B Preferred Stock was equal to the greater of the "Market Value" and the "Minimum Price" (each as defined pursuant to Nasdaq rules). |
(4) | The option will vest and become exercisable in 12 substantially equal monthly installments until the option becomes fully vested and exercisable on December 31 of the calendar year granted, subject to the reporting person's continued service to RealNetworks through such date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GLASER ROBERT 1501 1ST AVENUE S. SUITE 600 SEATTLE, WA 98134 | X | X | Chairman and CEO |
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Signatures
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/s/ Michael Parham, attorney-in-fact | | 2/12/2020 |
**Signature of Reporting Person | Date |
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