SEC Form 4 · accession 0000899243-18-020397

Rimini Street, Inc. · RMNI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

ADAMS STREET PARTNERS LLC

10% Owner

Period of report

Jul 19, 2018

Accepted (ET)

Jul 23, 2018 · 4:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001635282

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 19, 2018	P$0	34,945	—	A	4,360,765	I	See Footnote
Common Stock^F3,F4	Jul 19, 2018	P$0	39,414	—	A	4,915,325	I	See Footnote
Common Stock^F5,F6	Jul 19, 2018	P$0	34,510	—	A	4,306,549	I	See Footnote
Common Stock^F12,F13	Jul 19, 2018	P$0	288,559	—	A	288,559	I	See Footnote
Common Stock^F7	holding	—	—		—	1,313,301	I	See Footnote
Common Stock^F8	holding	—	—		—	1,786,318	I	See Footnote
Common Stock^F9	holding	—	—		—	1,371,200	I	See Footnote
Common Stock^F10	holding	—	—		—	1,353,906	I	See Footnote
Common Stock^F11	holding	—	—		—	3,982,079	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Redeemable Convertible Preferred Stock^{F1,F2,F14,F15}	$10.00	Jul 19, 2018	P	1,689	A	Jul 19, 2018	—	Common Stock	—	1,689	I
Series A Redeemable Convertible Preferred Stock^{F3,F4,F14,F15}	$10.00	Jul 19, 2018	P	1,905	A	Jul 19, 2018	—	Common Stock	—	1,905	I
Series A Redeemable Convertible Preferred Stock^{F5,F6,F14,F15}	$10.00	Jul 19, 2018	P	1,668	A	Jul 19, 2018	—	Common Stock	—	1,668	I
Series A Redeemable Convertible Preferred Stock^{F12,F13,F14,F15}	$10.00	Jul 19, 2018	P	13,947	A	Jul 19, 2018	—	Common Stock	—	13,947	I

Explanation of responses

F1The reported securities are included within a group of securities composed of 34,945 shares of Common Stock and 1,689 shares of Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1,604,550.
F10Represents shares held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2016, may be deemed to beneficially own the shares held by AS 2016. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2016. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2016 except to the extent of their pecuniary interest therein.
F11Represents shares held directly by Adams Street Venture/Growth Fund VI LP ("AS VGVI"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS VGVI, may be deemed to beneficially own the shares held by AS VGVI. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS VGVI. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS VGVI except to the extent of their pecuniary interest therein.
F12The reported securities are included within a group of securities composed of 288,559 shares of Common Stock and 13,947 shares of Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $13,249,650.
F13Represents shares held directly by Adams Street Rimini Aggregator LLC ("ASRA"). Adams Street Partners, LLC, as the manager of ASRA, may be deemed to beneficially own the shares held by ASRA. David Brett, Elisha P. Gould, Sachin Tulyoni and Craig D. Woslin, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by ASRA. Adams Street Partners, LLC and David Brett, Elisha P. Gould, Sachin Tulyoni and Craig D. Woslin disclaim beneficial ownership of the shares held by ASRA except to the extent of their pecuniary interest therein.
F14The liquidation value (as described below) of each share of Series A Redeemable Convertible Preferred Stock is convertible at the holder's option into shares of Common Stock at a conversion price of $10.00. The liquidation value is equal to $1,000 plus accrued but unpaid dividends on the Series A Redeemable Convertible Preferred Stock.
F15The Series A Redeemable Convertible Preferred stock has no expiration date.
F2Represents shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007"). Adams Street Partners, LLC, as the managing member of the general partner of AS 2007, may be deemed to beneficially own the shares held by AS 2007. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2007. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2007 except to the extent of their pecuniary interest therein.
F3The reported securities are included within a group of securities composed of 39,414 shares of Common Stock and 1,905 shares of Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1,809,750.
F4Represents shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008"). Adams Street Partners, LLC, as the managing member of the general partner of AS 2008, may be deemed to beneficially own the shares held by AS 2008. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2008. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2008 except to the extent of their pecuniary interest therein.
F5The reported securities are included within a group of securities composed of 34,510 shares of Common Stock and 1,668 shares of Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1,584,600.
F6Represents shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009"). Adams Street Partners, LLC, as the managing member of the general partner of AS 2009, may be deemed to beneficially own the shares held by AS 2009. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2009. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2009 except to the extent of their pecuniary interest therein.
F7Represents shares held directly by Adams Street 2013 Direct Fund LP ("AS 2013"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2013, may be deemed to beneficially own the shares held by AS 2013. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2013. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2013 except to the extent of their pecuniary interest therein.
F8Represents shares held directly by Adams Street 2014 Direct Fund LP ("AS 2014"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2014, may be deemed to beneficially own the shares held by AS 2014. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2014. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2014 except to the extent of their pecuniary interest therein.
F9Represents shares held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015"). Adams Street Partners, LLC, as the managing member of the general partner of the general partner of AS 2015, may be deemed to beneficially own the shares held by AS 2015. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by AS 2015. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2015 except to the extent of their pecuniary interest therein.