Sec Form 4 Filing - PRUSCH ERIK @ REALNETWORKS INC - 2022-12-21

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PRUSCH ERIK 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) (Last) (First) (Middle) 1501 1ST AVENUE S, STE. 600 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2022 (Street) SEATTLE, WA98134 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units $ 0.73 12/21/2022 J( 1 )( 2 ) 103,958( 3 ) 12/21/2022 12/21/2022 Common Stock 103,958( 3 ) $ 0.73 0 D

Reporting Owners Reporting Owner Name / Address Relationships Directo r 10% Owner Officer Other PRUSCH ERIK 1501 1ST AVENUE S, STE. 600 SEATTLE, WA98134 X Signatures /s/ Michael Parham, attorney-in-fact 12/23/2022 Signature of Reporting Person Date

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").

Remarks: The foregoing descriptions in notes (1), (2) and (3) 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.

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).

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