4//SEC Filing
Jaffe Bruce A. 4
Accession 0001209191-22-062671
CIK 0001046327other
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 8:21 PM ET
Size
10.7 KB
Accession
0001209191-22-062671
Insider Transaction Report
Form 4
REALNETWORKS INCRNWK
Jaffe Bruce A.
Director
Transactions
- Other
Restricted Stock Units
2022-12-21$0.73/sh−214,173$156,346→ 0 totalExercise: $0.73From: 2022-12-21Exp: 2022-12-21→ Common Stock (214,173 underlying) - Other
Stock Options (right to buy)
2022-12-21$0.73/sh−5,000$3,650→ 0 totalExercise: $0.07From: 2022-12-21Exp: 2022-12-21→ Common Stock (5,000 underlying)
Footnotes (4)
- [F1]On July 27, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Greater Heights LLC, a Washington limited liability company ("Parent"), Greater Heights Acquisition LLC, a Washington limited liability company and wholly owned subsidiary or Parent ("Merger Sub") and, exclusively for purposes specified in the Merger Agreement, Robert Glaser, an individual resident of Washington ("Parent Guarantor"). Pursuant to the Merger Agreement, on December 21, 2022, Merger Sub merged with and into the Company, and the Merger Sub continued as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"), under the name "RealNetworks LLC".
- [F2]Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), together with the applicable terms of the RealNetworks,Inc. 2020 Inducement Equity Plan, the RealNetworks, Inc. 1996 Stock Option Plan, the RealNetworks, Inc. 2005 Stock Incentive Plan and the RealNetworks, Inc. 2007 Employee Stock Purchase Plan (collectively, the "Company Stock Plans"), each performance or restricted stock unit subject to vesting, repurchase, or other lapse of restrictions that was outstanding vested in full (including any outstanding and otherwise unvested restricted stock units all of which vested in full pursuant to their applicable award terms due to not being assumed or substituted for in connection with the Merger) and became free of restrictions and was cancelled and converted automatically into the right to receive the Merger Consideration.
- [F3]In connection with the Merger, these shares were cancelled and converted into the right to receive $0.73 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
- [F4]Pursuant to the Merger Agreement, effective as of the Effective Time of the Merger, together with the applicable terms of the Issuer Stock Plan, each outstanding stock option was cancelled and converted into the right to receive an amount of cash, without interest, equal to the product obtained by multiplying (1) the aggregate number of shares of Issuer common stock subject to such stock option by (2) the excess, if any, of the Merger Consideration over the per share exercise price of the Issuer's common stock underlying such stock option, less any taxes that are required to be withheld under the Merger Agreement.
Documents
Issuer
REALNETWORKS INC
CIK 0001046327
Entity typeother
Related Parties
1- filerCIK 0001464759
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 8:21 PM ET
- Size
- 10.7 KB