4//SEC Filing
Ensing Michael 4
Accession 0001209191-22-062675
CIK 0001046327other
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 8:25 PM ET
Size
7.7 KB
Accession
0001209191-22-062675
Insider Transaction Report
Form 4
REALNETWORKS INCRNWK
Ensing Michael
President & COO
Transactions
- Other
Restricted Stock Units
2022-12-21$0.73/sh−200,000$146,000→ 0 totalExercise: $0.73From: 2022-12-21Exp: 2022-12-21→ Common Stock (200,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]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".
- [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").
Documents
Issuer
REALNETWORKS INC
CIK 0001046327
Entity typeother
Related Parties
1- filerCIK 0001802718
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 8:25 PM ET
- Size
- 7.7 KB