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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)
REALNETWORKS, INC.
--------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
75605L-10-4
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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CUSIP NO.
75605L-10-4 SCHEDULE 13G Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MITCHELL KAPOR
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a]
[b]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
1,783,070
NUMBER OF ------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,783,070
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,070
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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12 TYPE OF REPORTING PERSON*
IN
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Page 2 of 6 Pages
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SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER.
This Schedule 13G relates to RealNetworks, Inc., a Washington
corporation (the "Company").
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive offices are located at 1111 Third
Avenue, Suite 2900, Seattle, WA 98101.
ITEM 2(a). NAME OF PERSONS FILING.
Mitchell Kapor
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The business address of the reporting person is c/o Kapor Enterprises,
Inc., One Broadway, 10th Floor, Cambridge, MA 02142.
ITEM 2(c). CITIZENSHIP.
Mr. Kapor is a United States citizen.
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
This Schedule 13G relates to the Company's common stock, par value $.001
per share (the "Common Stock").
ITEM 2(e). CUSIP NUMBER.
The CUSIP Number for the Company's Common Stock is 75605L 10 4.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
Page 3 of 6 Pages
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(e) [ ] Investment Advisor registered under Section 203
of the Investment Advisors Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund,
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G),
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
NOT APPLICABLE.
ITEM 4. OWNERSHIP.
The following describes the ownership of Common Stock by Mitchell Kapor
as of December 31, 1998:
(a) Amount beneficially owned: 1,783,070
(b) Percent of class: 5.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,783,070
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 1,783,070
(iv) Shared power to dispose or to direct the disposition
of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Of the shares reported, 1,042 shares are held by a limited liability
company of which Mr. Kapor is the sole member. The limited liablity
company has the right to receive dividends from, and the proceeds from
the sale of, such securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Page 4 of 6 Pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
Page 5 of 6 Pages
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SIGNATURE
The undersigned hereby agrees that this Schedule is filed on behalf of
him and, after reasonable inquiry and to best of his knowledge and belief,
hereby certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 5, 1999
By /s/ Mitchell Kapor
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Mitchell Kapor
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