Steven M Capelli Form 4/A Rimini Street / STEVEN M CAPELLI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAPELLI STEVEN M

(Last) (First) (Middle)

C/O 3993 HOWARD HUGHES PARKWAY

SUITE 500

(Street)

LAS VEGAS NV 89169

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rimini Street, Inc. [ RMNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/02/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								121,563	D
Common Stock								100	I	Through the Steven Capelli Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	03/28/2023(2)		A		45,918(2)		(3)	(3)	Common Stock	45,918(2)	$0	45,918(2)	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

2. On June 2, 2022, the Reporting Person filed a Form 4 reporting an award of 27,522 Restricted Stock Units effective as of June 1, 2022. Due to Issuer administrative error, the award was not processed. In accordance with the Issuer's Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.9 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022, the Reporting Person is entitled to receive an award of Restricted Stock Units (RSUs) with a grant date value of $180,000. This award was processed effective as of March 28, 2023, resulting in the issuance of 45,918 RSUs to the Reporting Person.

3. 100% of the Restricted Stock Units awarded will vest on the earlier to occur of (i) the one year anniversary of the grant date or (ii) the day prior to the Issuer's next Annual Meeting of Stockholders occurring after the grant date (currently, the Issuer's 2023 Annual Meeting of Stockholders), contingent upon the Reporting Person's continued service as a member of the Issuer's Board of Directors through such date.

Remarks:

	/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact	03/30/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.