Sec Form 13G Filing - GLASER ROBERT filing for REALNETWORKS INC (RNWK) - 2022-02-14

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.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

  ROBERT D. GLASER

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  18,650,124 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  18,650,124 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  18,650,124 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  38.5% (2)

  TYPE OF REPORTING PERSON*

  IN

Comprised of (i) 13,362,189 shares of common stock (including 459,101 shares of common stock owned by the Glaser Progress Foundation, of which Mr. Glaser is trustee but for which he disclaims beneficial ownership), (ii) 1,190,665 options to purchase shares of common stock exercisable within 60 days of December 31, 2021, and (iii) 4,097,270 shares of Series B Preferred Stock which Mr. Glaser has the right to convert into common stock on a one-for-one basis pursuant to that certain Series B Preferred Stock Purchase Agreement dated February 10, 2020 between RealNetworks, Inc. and Mr. Glaser (the “Series B Agreement”) whereby Mr. Glaser acquired 8,064,516 shares of Series B Preferred Stock, each of which is convertible into one share of common stock. Because 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 Issuer’s Second Amended and Restated Shareholder Rights Plan dated November 30, 2018, 4,097,270 is the number of shares of Series B Preferred Stock that Mr. Glaser can convert as of December 31, 2021 based on his beneficial ownership of common stock as reported herein as of December 31, 2021. Although only 4,097,270 of the 8,064,516 shares of Series B Preferred Stock are deemed beneficially owned by Mr. Glaser as of December 31, 2021, all of his shares of Series B Preferred Stock have certain rights, preferences, limitations, and powers, including economic benefits such as the right to dividends and distributions declared on common stock and transferability, and are convertible into shares of common stock, subject to the limitations described above, however, these shares are non-voting prior to conversion.

Pursuant to the Series B Agreement, Mr. Glaser’s ability to convert his 8,064,516 shares of Series B Preferred Stock is subject to a conversion cap of 38.5%. Accordingly, Mr. Glaser cannot beneficially own more than 38.5% of the Issuer’s outstanding Common Stock

☐     Broker or dealer registered under Section 15 of the Exchange Act;

☐     Bank as defined in Section 3(a)(6) of the Exchange Act;

☐     Insurance Company as defined in Section 3(a)(19) of the Exchange Act;

☐     Investment Company registered under Section 8 of the Investment Company Act;

☐     An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E);

☐     An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(ii)(F);

☐     A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);

☐     A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

☐     A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

☐     A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

☐     Group, in accordance with Rule 13d-1(b)(1)(ii)(K).