UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-K/A


(Amendment No.1)


(Mark One)


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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2014                                                  OR


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| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to


Commission file number 0-23137


RealNetworks, Inc.


(Exact name of registrant as specified in its charter)


Washington91-1628146(State of incorporation)(I.R.S. Employer Identification Number)1501 First Avenue South, Suite 600Seattle, Washington98134(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code:


(206) 674-2700


Securities registered pursuant to Section 12(b) of the Act:


Title of Each ClassName of Each Exchange on Which RegisteredCommon Stock, Par Value $0.001 per shareThe NASDAQ Stock Market LLCPreferred Share Purchase RightsThe NASDAQ Stock Market LLC


Securities registered pursuant to Section 12(g) of the Act:


None


(Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ̈ No x


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act    Yes  ̈ No x


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ̈Accelerated filerxNon-accelerated filer ̈(Do not check if a smaller reporting company)Smaller reporting company ̈


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No x


The aggregate market value of the common stock held by non-affiliates of the registrant was $176 million on June 30, 2014, based on the closing price of the common stock on that date, as reported on the Nasdaq Global Select Market.  Shares held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates.  In the case of 5% or greater shareholders, we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.





The number of shares of the registrant’s common stock outstanding as of January 30, 2015 was 36,102,915.




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EXPLANATORY NOTE








This Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K (the “Form 10-K”) for RealNetworks, Inc. for the fiscal year ended December 31, 2014, initially filed with the Securities and Exchange Commission on February 26, 2015 (the “Original Filing Date”), is being filed solely to include Exhibit 21.1, the list of RealNetworks, Inc. subsidiaries, which was referenced, but not included in the Form 10-K.





No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date and, except for the addition of Exhibit 21.1, does not modify or update in any way disclosures made in the Form 10-K.


We have also included as exhibits the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.  Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on March 2, 2015.








REALNETWORKS, INC.By:/s/ Marjorie ThomasMarjorie ThomasSenior Vice President, Chief Financial Officer and Treasurer





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on March 2, 2015. SignatureTitle/s/ *Chairman and Chief Executive OfficerRobert Glaser(Principal Executive Officer)/s/ Marjorie ThomasChief Financial Officer and TreasurerMarjorie Thomas(Principal Financial and Accounting Officer)/s/ *John E. Cunningham IVDirector/s/ *Michael T. GalgonDirector/s/ *Dawn G. LeporeDirector/s/ *Janice RobertsDirector/s/ *Michael B. SladeDirector/s/ *Dominique TrempontDirector* By: /s/ Michael ParhamMichael Parham, attorney-in-fact





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Exhibit Index








ExhibitNo.Exhibit Description21.1*Subsidiaries of RealNetworks, Inc.31.1*Certification of Robert Glaser, Chairman and Chief Executive Officer of RealNetworks, Inc., pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*Certification of Marjorie Thomas, Senior Vice President, Chief Financial Officer and Treasurer of RealNetworks, Inc., pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*Filed herewith.








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