Edgar Filing: Parham Michael

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Parham Michael

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2013

3. Issuer Name and Ticker or Trading Symbol
REALNETWORKS INC [RNWK]

(Last)

(First)

(Middle)

2601 ELLIOTT AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP General Counsel

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SEATTLE,Â WAÂ 98121

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	12/17/2010⁽¹⁾	12/17/2016	Common Stock	527	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	06/01/2011⁽¹⁾	12/17/2016	Common Stock	950	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	12/17/2010⁽¹⁾	12/17/2016	Common Stock	296	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	12/17/2010⁽¹⁾	12/17/2016	Common Stock	500	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	12/17/2010⁽¹⁾	12/17/2016	Common Stock	1,983	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	12/17/2010⁽¹⁾	12/17/2016	Common Stock	760	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	12/17/2010⁽¹⁾	12/17/2016	Common Stock	11,666	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	12/17/2010⁽¹⁾	12/17/2016	Common Stock	1,916	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	12/17/2010⁽¹⁾	12/17/2016	Common Stock	1,000	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	02/01/2012⁽¹⁾	12/17/2016	Common Stock	1,500	$ 10.52	D	Â
Employee Stock Option (Right to Buy)	03/28/2013⁽²⁾	09/28/2019	Common Stock	30,000	$ 8.32	D	Â
Employee Stock Option (Right to Buy)	09/24/2013⁽³⁾	08/16/2019	Common Stock	70,000	$ 7.99	D	Â
Restricted Stock Unit Award	09/24/2013⁽³⁾	09/24/2016	Common Stock	10,000	$ 0 ⁽⁴⁾	D	Â
Restricted Stock Unit Award	06/01/2013⁽⁵⁾	06/01/2014	Common Stock	11,650	$ 0 ⁽⁴⁾	D	Â
Restricted Stock Unit Award	08/22/2013⁽⁶⁾	08/22/2013	Common Stock	3,136	$ 0 ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Parham Michael 2601 ELLIOTT AVENUE SEATTLE,Â WAÂ 98121	Â	Â	Â SVP General Counsel	Â

Signatures

/s/ Drew Markham		05/03/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The options are fully vested.
(2)	12.5% of the shares subject to the stock option shall vest on March 28, 2013; an additional 12.5% of the shares shall vest upon the completion of each successive six months of employment thereafter, such that the option will become fully vested on September 28, 2016.
(3)	25% of the shares subject to the stock options or restricted stock units, as the case may be, vest on September 24, 2013 and an additional 12.5% vest upon the completion of each successive six months of employment until fully vested on September 24, 2016.
(4)	Converts into Common Stock on a unit-for-share basis upon vesting.
(5)	50% of the restricted stock units vest on June 1,2013 and an additional 25% of the restricted stock units vest upon the completion of each successive six months of employment until the restricted stock units become fully vested on June 1, 2014.
(6)	The restricted stock units will fully vest on August 22, 2013.

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