UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.______)*
Realnetworks, Inc.
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(Name of Issuer)
Common Stock $.001 Par Value
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(Title of Class of Securities)
75605L104
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(CUSIP Number)
August 8, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 75605L104
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
TRANSAMERICA INVESTMENT MANAGEMENT, LLC 06-1564377
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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5 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 8,056,796
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 8,056,796
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.71%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons--Furnish
the full legal name of each person for whom the report is filed--i.e.,
each person required to sign the schedule itself--including each member
of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not
mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G",
below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and that membership is expressly affirmed,
please check row 2(a). If the reporting person disclaims membership in
a group or describes a relationship with other person but does not
affirm the existence of a group, please check row 2(b)[unless it is a
joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be
necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), Aggregated Amount Beneficially Owned By Each Reporting Person,
etc.--(11) Rows (5) through (9) inclusive, and (11) are to be completed
in accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place after
decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row 9
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.
(12) Type of Reporting Person--Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Advisor IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G, or 14D-1) by appropriate
cross references to an item or items on the cover page(s). This
approach may only be used where the cover page item or items provide
all the disclosure required by the schedule item. Moreover, such a use
of a cover page item will result in the item becoming a part of the
schedule and accordingly being considered as "filed" for purposes of
Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed
facsimiles, provided the documents filed have identical formats to the
forms
prescribed in the Commission's regulations and meet existing Securities
Exchange Act rules as to such matters as clarity and size (Securities
Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statues or provisions. I.R.S.
identification numbers, if furnished, will assist the commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14 following
the calendar year covered by the statement or within the time specified in Rules
13d-1(b)(2) and 13d-2(c). Statements filed pursuant to Rule 13d-1(c) shall be
filed within the time specified in Rules 13d-1(c), 13d- 2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d) shall be filed not later than
February 14 following the calendar year covered by the statement pursuant to
Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by rules under
Section 13(f) for the same calendar year as that covered by a statement on this
schedule may be incorporated by reference in response to any of the items of
this schedule. If such information is incorporated by reference in this
schedule, copies of the relevant pages of such form shall be filed as an exhibit
to this schedule.
C. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without referring to the text of the
items. Answer every item. If an item is inapplicable or the answer is in the
negative, so state.
Item 1
(a) Name of Issuer REALNETWORKS, INC.
(b) Address of Issuer's Principal Executive Offices 2601 ELLIOTT AVENUE,
SUITE 1000, SEATTLE, WA 98121 USA
Item 2
(a) Name of Person Filing TRANSAMERICA INVESTMENT MANAGEMENT, LLC
(b) Address of Principal Business Office or, if none, Residence 1150
SOUTH OLIVE STREET, SUITE 2700, LOS ANGELES CA 90015 USA
(c) Citizenship DELAWARE LIMITED LIABILITY COMPANY
(d) Title of Class of Securities COMMON STOCK $.001 PAR VALUE
(e) CUSIP Number 75605L104
Item 3. If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 8,056,796
(b) Percent of class: 4.71%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 8,056,796
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of
8,056,796
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see 13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [X]
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item, and if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of the employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to 13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of a Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
(b) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
AUGUST 9, 2005
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Date
/s/ GARY U. ROLLE
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Signature
GARY U. ROLLE
CHIEF INVESTMENT OFFICER
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)