SEC Form 4 · accession 0001144204-19-013287
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
Mar 7, 2019
Accepted (ET)
Mar 11, 2019 · 4:06 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 StockF1,F2 | Mar 7, 2019 | J | 1,025 | — | A | 4,361,790 | I | See Footnote |
| Common StockF1,F3 | Mar 7, 2019 | J | 1,156 | — | A | 4,916,481 | I | See Footnote |
| Common StockF1,F4 | Mar 7, 2019 | J | 1,012 | — | A | 4,307,561 | I | See Footnote |
| Common StockF1,F10 | Mar 7, 2019 | J | 8,468 | — | A | 297,027 | I | See Footnote |
| Common StockF5 | holding | — | — | — | 1,313,301 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 1,786,318 | I | See Footnote | |
| Common StockF7 | holding | — | — | — | 1,371,200 | I | See Footnote | |
| Common StockF8 | holding | — | — | — | 1,353,906 | I | See Footnote | |
| Common StockF9 | holding | — | — | — | 3,982,079 | I | See Footnote | |
| Common StockF11,F12 | holding | — | — | — | 11,627 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 7, 2019, in exchange for receiving the written consent of the existing holders of its 13.00% Series A Redeemable Convertible Preferred Stock (the "Series A Preferred Stock") to engage in the sale and issuance of securities on terms that are substantively the same to the purchasers of such securities as the existing holders of the Series A Preferred Stock, the Issuer issued shares of its Common Stock to each such existing holder. For additional information, see the Issuer's Current Report on Form 8-K filed with the SEC on March 11, 2019.
- F10Represents 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 Tulyani and Craig D. Waslin, 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 Tulyani and Craig D. Waslin disclaim beneficial ownership of the shares held by ASRA except to the extent of their pecuniary interest therein.
- F11The shares of common stock were issued to Robin Murray, a director of the Issuer, who is a partner of Adams Street Partners, LLC. Adams Street Partners, LLC is the managing member of the general partner of AS 2007, AS 2008 and AS 2009, is the managing member of the general partner of the general partner of AS 2013, AS 2014, AS 2015, AS 2016 and AS VGVI (collectively, the "Funds") and is the manager of ASRA. By agreement with the Funds, Mr. Murray is deemed to hold the common stock for the benefit of the Funds.
- F12The common stock may be deemed to be indirectly beneficially owned by Adams Street Partners, LLC. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), disclaim beneficial ownership of the common stock except to the extent of their pecuniary interest therein.
- 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, and Fred Wang, 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, and Fred Wang disclaim beneficial ownership of the shares held by AS 2007 except to the extent of their pecuniary interest therein.
- F3Represents 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, and Fred Wang, 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, and Fred Wang disclaim beneficial ownership of the shares held by AS 2008 except to the extent of their pecuniary interest therein.
- F4Represents 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, and Fred Wang, 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, and Fred Wang disclaim beneficial ownership of the shares held by AS 2009 except to the extent of their pecuniary interest therein.
- F5Represents 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, and Fred Wang, 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, and Fred Wang disclaim beneficial ownership of the shares held by AS 2013 except to the extent of their pecuniary interest therein.
- F6Represents 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, and Fred Wang, 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, and Fred Wang disclaim beneficial ownership of the shares held by AS 2014 except to the extent of their pecuniary interest therein.
- F7Represents 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, and Fred Wang, 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, and Fred Wang disclaim beneficial ownership of the shares held by AS 2015 except to the extent of their pecuniary interest therein.
- F8Represents 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, and Fred Wang, 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, and Fred Wang disclaim beneficial ownership of the shares held by AS 2016 except to the extent of their pecuniary interest therein.
- F9Represents 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, and Fred Wang, 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, and Fred Wang disclaim beneficial ownership of the shares held by AS VGVI except to the extent of their pecuniary interest therein.