Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Patrizio William
  2. Issuer Name and Ticker or Trading Symbol
REALNETWORKS INC [RNWK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Consumer Media
(Last)
(First)
(Middle)
1501 FIRST AVENUE SOUTH
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2016
(Street)

SEATTLE, WA 98134
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 10/03/2016   M   10,000 A $ 0 10,000 D  
Common Stock (2) 10/03/2016   F   3,265 D $ 4.43 6,735 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 4.43 10/03/2016   A   350,000   09/19/2017(3) 10/03/2023 Common Stock 350,000 $ 0 350,000 D  
Restricted Stock Unit $ 0 (4) 10/03/2016   A   20,000   09/19/2016(5) 09/19/2017 Common Stock 20,000 $ 0 20,000 D  
Restricted Stock Unit $ 0 (6) 10/03/2016   M     10,000 10/03/2016 10/03/2016 Common Stock 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Patrizio William
1501 FIRST AVENUE SOUTH
SEATTLE, WA 98134
      President, Consumer Media  

Signatures

 /s/ Drew G. Markham, attorney-in-fact   10/04/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Vested restricted stock units were distributed to the reporting person, without payment, in shares of common stock on a unit-for-share basis.
(2) Shares deemed surrendered in payment of the tax liability resulting from the vesting of restricted stock units.
(3) 25% of the option vests on the one-year anniversary of the vesting commencement date, and an additional 12.5% of the option vests upon the completion of each successive six months of employment until the option becomes fully vested.
(4) Each restricted stock unit represents a contingent right to receive one share of RealNetworks common stock.
(5) 50% of the restricted stock unit award was deemed vested on the grant date and the remaining 50% will vest on September 19, 2017, subject to the reporting person's continued employment with the company through such date.
(6) Converts into common stock on a unit-for-share basis upon vesting.

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