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
                      

1. Name and Address of Reporting Person *

GLASER ROBERT
2. Issuer Name and Ticker or Trading Symbol

REALNETWORKS INC [ RNWK ]
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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GLASER ROBERT
1501 1ST AVENUE S.
SUITE 600
SEATTLE, WA 98134
XXChairman and CEO

Signatures
/s/ Michael Parham, attorney-in-fact2/12/2020
**Signature of Reporting PersonDate

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