SEC FORM 3/A

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^*

Uomoto Scott Gordon

(Last)

(First)

(Middle)

2601 ELLIOTT AVENUE

(Street)

SEATTLE

98121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2012

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)
	SVP, Consumer & Helix Sales

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/15/2012

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	23,959⁽¹⁾	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)	12/17/2009⁽²⁾	12/17/2016	Common Stock	1,055	$10.52	D
Employee Stock Option (Right to Buy)	12/17/2009⁽²⁾	12/17/2016	Common Stock	2,600	$10.52	D
Employee Stock Option (Right to Buy)	12/17/2009⁽²⁾	12/17/2016	Common Stock	1,141	$10.52	D
Employee Stock Option (Right to Buy)	12/17/2009⁽²⁾	12/17/2016	Common Stock	1,308	$10.52	D
Employee Stock Option (Right to Buy)	12/17/2009⁽²⁾	12/17/2016	Common Stock	3,750	$10.52	D
Employee Stock Option (Right to Buy)	12/17/2009⁽²⁾	12/17/2016	Common Stock	2,083	$10.52	D
Employee Stock Option (Right to Buy)	12/17/2009⁽²⁾	12/17/2016	Common Stock	666	$10.52	D
Employee Stock Option (Right to Buy)	12/17/2009⁽³⁾	12/17/2016	Common Stock	3,300	$10.52	D
Employee Stock Option (Right to Buy)	12/17/2009⁽²⁾	12/17/2016	Common Stock	1,500	$11.04	D
Employee Stock Option (Right to Buy)	07/01/2011⁽⁴⁾	02/01/2018	Common Stock	37,500	$11.36	D
Employee Stock Option (Right to Buy)	07/25/2010⁽⁵⁾	01/25/2017	Common Stock	27,500	$14.4	D
Employee Stock Option (Right to Buy)	10/27/2011⁽⁶⁾	04/27/2018	Common Stock	50,000	$10.36	D
Restricted Stock Unit Award	08/12/2012⁽⁷⁾	08/12/2015	Common Stock	527	$0.00⁽⁸⁾	D
Restricted Stock Unit Award	04/27/2013⁽⁹⁾	04/27/2019	Common Stock	30,000	$0.00⁽⁸⁾	D

Explanation of Responses:

1. These shares were omitted from the reporting person's original Form 3, and also were omitted from the total direct holdings reflected on Form 4 filed by the reporting person on August 13, 2012.

2. The options are fully vested.

3. 2,888 options are currently vested, and 412 options will become vested on August 12, 2012, subject to the continued employment of the reporting person through such date.

4. 12.5% of the options vested on July 1, 2011, and an additional 12.5% of the options will vest upon the completion of each successive six months of employment until the options become fully vested on January 1, 2015, subject to the continued employment of the reporting person through such dates.

5. 12.5% of the options vested on July 25, 2010, and an additional 12.5% of the options will vest upon the completion of each successive six months of employment until the options become fully vested on January 25, 2014, subject to the continued employment of the reporting person through such dates.

6. 12.5% of the options vested on October 27, 2011, and an additional 12.5% of the options will vest upon the completion of each successive six months of employment until the options become fully vested on April 27, 2015, subject to the continued employment of the reporting person through such dates.

7. The restricted stock units will become fully vested on August 12, 2012, subject to the continued employment of the reporting person through such date.

8. Converts into Common Stock on a unit-for-share basis upon vesting.

9. 15,000 restricted stock units will vest on April 27, 2013, and an additional 7,500 restricted stock units will vest on each of October 27, 2013 and April 27, 2014, subject to the continued employment of the reporting person through such dates.

Remarks:

	/s/ Scott Uomoto	09/14/2012
	** 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).
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