RealNetworks, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   August 4, 2008

RealNetworks, Inc.
(Exact name of registrant as specified in its charter)

Washington 0-23137 91-1628146
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
2601 Elliott Avenue, Suite 1000, Seattle, Washington   98121
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (206) 674-2700

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events.

RealNetworks, Inc. is announcing that Robert Glaser, its Chairman and Chief Executive Officer, has entered into a trading plan with Goldman, Sachs & Co. This trading plan is intended to comply with the requirements of Rule 10b5-1 promulgated by the Securities and Exchange Commission under Section 10(b) of the Securities Exchange Act of 1934, and complies with RealNetworks' insider trading policy. The trading plan covers the potential sale of shares of RealNetworks Common Stock during the period commencing on September 5, 2008 and ending on April 16, 2009, unless terminated earlier under certain circumstances. This trading plan replaces the trading plan entered into on March 7, 2007 between Mr. Glaser and Goldman, Sachs & Co., which has been terminated.

Mr. Glaser currently holds over 49 million shares of RealNetworks Common Stock. The maximum number of shares that could be sold under the trading plan is 5.52 million shares, which is approximately 11% of Mr. Glaser's holdings. The actual number of shares that may be sold under the plan is dependent upon several factors, including the attainment of certain share price targets. Mr. Glaser has implemented this plan for diversification and financial planning purposes. If plan conditions are met and all potential sales take place, Mr. Glaser would retain approximately 44.5 million shares of RealNetworks Common Stock representing approximately 31.2% of RealNetworks' shares currently outstanding. Mr. Glaser remains personally committed to, and confident in, RealNetworks' future prospects.

Except as otherwise required by law, RealNetworks does not undertake to disclose specific plans by other executives of RealNetworks or to disclose terminations, modifications or other activities under the trading plan described herein or any other plan.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    RealNetworks, Inc.
August 7, 2008   By:   /s/ Robert Kimball
        Name: Robert Kimball
        Title: SVP, General Counsel and Corp. Secretary