Robert Glaser - Dec 21, 2022 Form 4 Insider Report for REALNETWORKS INC (RNWK)

Role
Chairman and CEO, Director, 10%+ Owner
Signature
/s/ Michael Parham, attorney-in-fact
Stock symbol
RNWK
Transactions as of
Dec 21, 2022
Transactions value $
$0
Form type
4
Date filed
12/23/2022, 07:20 PM
Previous filing
Apr 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RNWK Common Stock Other $0 -12.9M -100% $0.00* 0 Dec 21, 2022 Direct F1, F2
transaction RNWK Preferred Stock Other $0 -8.06M -100% $0.00* 0 Dec 21, 2022 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Glaser is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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".
F2 In connection with the Merger, these shares were cancelled and retired and ceased to exist and no consideration was exchanged therefor.

Remarks:

The foregoing descriptions in notes (1) and (2) are qualified in their entirety by reference to the terms of the Merger Agreement.