SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Daw Tracy D

(Last)

(First)

(Middle)

C/O 2601 ELLIOTT AVENUE

SUITE 1000

(Street)

SEATTLE

98121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer/Corp. Sec.

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Common Stock	8,146	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	06/17/2010⁽¹⁾	12/17/2016	Common Stock	13,333	$3.63	D
Employee Stock Option (Right to Buy)	06/17/2010⁽²⁾	12/17/2016	Common Stock	60,000	$3.63	D
Employee Stock Option (Right to Buy)	06/17/2010⁽³⁾	12/17/2016	Common Stock	3,162	$3.63	D
Employee Stock Option (Right to Buy)	06/17/2010⁽⁴⁾	12/17/2016	Common Stock	11,100	$3.63	D
Employee Stock Option (Right to Buy)	06/17/2010⁽⁵⁾	12/17/2016	Common Stock	11,100	$3.63	D
Employee Stock Option (Right to Buy)	06/17/2010⁽⁶⁾	12/17/2016	Common Stock	11,100	$3.63	D
Employee Stock Option (Right to Buy)	06/17/2010⁽⁷⁾	12/17/2016	Common Stock	5,333	$3.63	D
Employee Stock Option (Right to Buy)	06/17/2010⁽⁸⁾	12/17/2016	Common Stock	8,000	$3.63	D
Employee Stock Option (Right to Buy)	06/17/2010⁽⁹⁾	12/17/2016	Common Stock	5,000	$3.63	D
Employee Stock Option (Right to Buy)	01/25/2010⁽¹⁰⁾	01/25/2017	Common Stock	110,000	$4.6	D
Employee Stock Option (Right to Buy)	02/18/2011⁽¹¹⁾	09/09/2017	Common Stock	160,000	$2.89	D
Restricted Stock Unit Award	02/22/2011⁽¹²⁾	02/22/2015	Common Stock	6,873	$0.00⁽¹³⁾	D

Explanation of Responses:

1. 7,500 options became vested on June 17, 2010, and the remaining 5,833 options are scheduled to vest on December 17, 2010, subject to the reporting individual's continued employment by RealNetworks through such date.

2. 30,000 options became vested on June 17, 2010, and the remaining 30,000 options are scheduled to vest on December 17, 2010, subject to the reporting individual's continued employment by RealNetworks through such date.

3. 1,581 options became vested on June 17, 2010, and the remaining 1,581 options are scheduled to vest on December 17, 2010, subject to the reporting individual's continued employment by RealNetworks through such date.

4. 5,550 options became vested on June 17, 2010, and the remaining 5,500 options are scheduled to vest on December 17, 2010, subject to the reporting individual's continued employment by RealNetworks through such date.

5. 5,550 options became vested on June 17, 2010, and the remaining 5,500 options are scheduled to vest on December 17, 2010, subject to the reporting individual's continued employment by RealNetworks through such date.

6. 5,550 options became vested on June 17, 2010, and the remaining 5,500 options are scheduled to vest on December 17, 2010, subject to the reporting individual's continued employment by RealNetworks through such date.

7. 2,667 options became vested on June 17, 2010, and the remaining 2,666 options are scheduled to vest on December 17, 2010, subject to the reporting individual's continued employment by RealNetworks through such date.

8. 3,000 options became vested on June 17, 2010, 1,000 options are scheduled to vest on September 18, 2010, 2,000 options are scheduled to vest on December 17, 2010, and 1,000 options are scheduled to vest on each of March 18, 2011 and September 18, 2011, subject to the reporting individual's continued employment by RealNetworks through such date.

9. 2,188 options became vested on June 17, 2010, 625 options became vested on July 18, 2010, 1,562 options are scheduled to vest on December 17, 2010, and 625 options are scheduled to vest on January 18, 2011, subject to the reporting individual's continued employment by RealNetworks through such date.

10. 13,750 options became vested on July 25, 2010, and an additional 13,750 options are scheduled to vest upon the completion of each successive six months of employment thereafter until the options become fully vested on January 25, 2014, subject to the reporting individual's continued employment by RealNetworks through such date.

11. 20,000 options are scheduled to vest on February 18, 2011 and an additional 20,000 options are scheduled to vest upon the completion of each successive six months of employment thereafter until the options become fully vested on August 18, 2014, subject to the reporting individual's continued employment by RealNetworks through such date.

12. 2,291 restricted stock units are scheduled to vest on February 22, 2011, and an additional 2,291 restricted stock units are scheduled to vest upon the completion of each successive six months of employment thereafter, until the restricted stock units become fully vested on February 22, 2012, subject to the reporting individual's continued employment by RealNetworks through such date.

13. Converts into Common Stock on a one-for-one basis upon vesting.

Remarks:

	/s/ Tracy D. Daw	09/16/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.