SEC Form 3 · accession 0001209191-17-057696
Rimini Street, Inc. · RMNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
GPIAC, LLC
10% Owner
Period of report
Oct 10, 2017
Accepted (ET)
Oct 23, 2017 · 6:01 am 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 | holding | — | — | — | 4,252,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy)F3,F4,F5 | $11.50 | holding | — | — | — | Nov 9, 2017 | Oct 10, 2022 | Common Stock | 6,062,500 | — | D |
Explanation of responses
- F1Represents shares held directly by GPIAC, LLC. GPIC, Ltd. is a member of GPIAC, LLC. Alvaro Lopes da Silva Neto is an officer of GPIAC, LLC and has sole voting and investment power over the shares held by GPIAC, LLC. GPIC, Ltd. is controlled by GP Investments, Ltd. Accordingly, GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. may be deemed to share voting and dispositive power over the shares of Rimini Street, Inc.'s common stock beneficially owned by GPIAC, LLC. Each of GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. disclaims beneficial ownership of the shares held directly by GPIAC, LLC except to the extent of their pecuniary interest therein.
- F2In addition, RMNI InvestCo, LLC directly owns 3,600,000 shares of common stock of Rimini Street, Inc., which is less than 10 per cent. of the shares of common stock of Rimini Street, Inc. GPIC, Ltd. has sole voting and investment power over the shares held by RMNI InvestCo, LLC. GPIC, Ltd. is controlled by GP Investments, Ltd. Accordingly, GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. may be deemed to share voting and dispositive power over the shares of Rimini Street, Inc.'s common stock beneficially owned by RMNI InvestCo, LLC. Each of GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. disclaims beneficial ownership of the shares held directly by GPIAC, LLC except to the extent of their pecuniary interest therein.
- F3The warrants are exercisable during the period commencing on November 9, 2017, which is the date that is 30 days after the first date on which the business combination between GP Investments Acquisition Corp. and Rimini Street, Inc. (a Nevada corporation) completed the business combination, which occurred on October 10, 2017 (the "Consummation Date").
- F4The expiration date of the warrants is the earlier to occur of (i) October 10, 2022, being the date that is five years after the Consummation Date and (ii) the liquidation of Rimini Street, Inc.
- F5Represents warrants held directly by GPIAC, LLC. GPIC, Ltd. is a member of GPIAC, LLC. Alvaro Lopes da Silva Neto is an officer of GPIAC, LLC and has sole voting and investment power over the shares held by GPIAC, LLC. GPIC, Ltd. is controlled by GP Investments, Ltd. Accordingly, GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. may be deemed to share voting and dispositive power over the shares of Rimini Street, Inc.'s common stock beneficially owned by GPIAC, LLC. Each of GPIC, Ltd., Alvaro Lopes da Silva Neto and GP Investments, Ltd. disclaims beneficial ownership of the shares held directly by GPIAC, LLC except to the extent of their pecuniary interest therein.