Introduction
This Amendment No. 2 (this “Final Amendment”) to Transaction Statement on Schedule 13E-3 (as amended,
the “Transaction Statement”), is being filed pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (1) RealNetworks LLC, a Washington limited liability company, as
successor by merger to RealNetworks, Inc., a Washington corporation (“RealNetworks” or the “Company”); (2) Greater Heights LLC, a Washington limited liability company (“Parent”); (3) Robert Glaser (“Parent
Guarantor” and Parent, together, the “Purchaser Filing Parties”) and (4) GH Sliver, Inc., a Washington corporation (“GH Sliver”). The persons filing this Final Amendment are collectively referred to as the “Filing
Persons”.
This Final Amendment relates to the Agreement and Plan of Merger, dated July 27, 2022 (including all exhibits and documents attached
thereto, the “Merger Agreement”), by and among the Company, Parent, Greater Heights Acquisition LLC, a Washington limited liability company and wholly owned subsidiary of Parent (“Merger Sub”) and, exclusively for purposes of
Section 8.15 thereof, the Parent Guarantor. Pursuant to the Merger Agreement, on December 21, 2022, the Company merged with and into Merger Sub (the “Merger”), the separate corporate existence of the Company ceased, and Merger
Sub continued its corporate existence under Washington law as the surviving company in the Merger (the “Surviving Company”), under the name RealNetworks LLC. Parent owns 100% of the equity interests of the Surviving Company following the
transactions contemplated by the Merger Agreement. Parent Guarantor, directly or through GH Sliver, owns 100% of Parent.
This Final Amendment is being
filed pursuant to Rule 13(e)-3(d)(3) under the Exchange Act to report the results of the transaction that is the subject of this Transaction Statement.
All information set forth in this Final Amendment should be read together with the information contained or incorporated by reference in the Transaction
Statement.
All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by
such Filing Person.
Item 3. Identity and Background of Filing Person (Regulation M-A Item 1003)
(a) – (c) Name and
Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural Persons.
GH Sliver is a Washington corporation
and was formed on December 2, 2022, solely in connection with tax planning activities of the Parent Guarantor with respect to the transactions contemplated by the Merger Agreement (the “Tax Planning”). As of the date of this Final
Amendment, GH Sliver holds 1% of Parent and Parent Guarantor holds the other 99% of Parent. As of the date of this Final Amendment, Parent Guarantor owns 100% of GH Sliver. As of the date of this Final Amendment, GH Sliver is not engaged in any
business activities other than those incidental to its formation and in connection with the Tax Planning. The principal executive offices of GH Sliver are located at 1501 First Avenue South, Suite 600 Seattle, Washington 98134 and its telephone
number is (206) 674-2700.
Item 15. Additional Information (Regulation M-A Item 1011)
On December 14, 2022, at a special meeting of the shareholders of the Company, the
shareholders voted to adopt the Merger Agreement.
On December 21, 2022, the Company filed a Certificate of Merger with the Secretary of State of the
State of Washington, pursuant to which the Merger became effective.
On December 21, 2022, the Surviving Company, as successor to the Company,
notified the NASDAQ Stock Market (“NASDAQ”) of the consummation of the Merger and requested that NASDAQ delist the Company’s common stock on December 21, 2022. As a result, trading of the Company’s common stock on NASDAQ was
suspended prior to the opening of NASDAQ on December 22, 2022. The Surviving Company also requested that NASDAQ file a notification of removal from listing and registration on Form 25 with the Securities and Exchange Commission (the
“SEC”) to effect the delisting of the Company’s common stock from NASDAQ and the deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Following the effectiveness of the Form 25, the Surviving Company intends to file with the SEC a Form 15 requesting the termination of registration of the Company’s common stock under Section 12(g) of the Exchange Act and the
suspension of reporting obligations under Section 13 and Section 15(d) of the Exchange Act.
Item 16. Exhibits (Regulation M-A Item 1016)
(a)(1) Definitive Proxy Statement of RealNetworks, Inc. (the “Proxy
Statement”) (incorporated herein by reference to the Schedule 14A filed concurrently with the SEC).