Rimini Street (RMNI) Form 4 Rimini Street / Robin P. Murray 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

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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^*

Murray Robin P.

(Last) (First) (Middle)

C/O 1700 S. PAVILION CENTER DRIVE

SUITE 330

(Street)

LAS VEGAS NV 89135

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2023

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

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								4,320,786	I	See Footnote(1)
Common Stock								4,870,262	I	See Footnote(2)
Common Stock								4,267,067	I	See Footnote(3)
Common Stock								1,313,301	I	See Footnote(4)
Common Stock								1,786,318	I	See Footnote(5)
Common Stock								1,371,200	I	See Footnote(6)
Common Stock								1,353,906	I	See Footnote(7)
Common Stock								3,982,079	I	See Footnote(8)
Common Stock								300,514	I	See Footnote(9)
Common Stock	06/06/2023		M		45,918	A	$0	167,481	D(10)

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 Units	(11)	06/06/2023		M			45,918(12)	(13)	(13)	Common Stock	45,918	$0	0	D
Restricted Stock Units	(11)	06/07/2023		A		40,178(12)		(14)	(14)	Common Stock	40,178	$0	40,178	D

Explanation of Responses:

1. Represents 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person, 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 Bremner, Jeffrey T. Diehl, Brian Dudley Elisha P. Gould III, Fred Wang and the Reporting Person disclaim beneficial ownership of the shares held by AS 2007 except to the extent of their pecuniary interest therein.

2. Represents 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, Brian Dudley, Elisha P. Gould III, Fred Wang, and the Reporting Person, 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, Brian Dudley, Elisha P. Gould III, Fred Wang, and the Reporting Person disclaim beneficial ownership of the shares held by AS 2008 except to the extent of their pecuniary interest therein.

3. Represents 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person, 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person disclaim beneficial ownership of the shares held by AS 2009 except to the extent of their pecuniary interest therein.

4. Represents 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person, 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person disclaim beneficial ownership of the shares held by AS 2013 except to the extent of their pecuniary interest therein.

5. Represents 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person, 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person disclaim beneficial ownership of the shares held by AS 2014 except to the extent of their pecuniary interest therein.

6. Represents 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person, 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person disclaim beneficial ownership of the shares held by AS 2015 except to the extent of their pecuniary interest therein.

7. Represents 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person, 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person disclaim beneficial ownership of the shares held by AS 2016 except to the extent of their pecuniary interest therein.

8. Represents 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 Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person, 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 Thomas Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Fred Wang and the Reporting Person disclaim beneficial ownership of the shares held by AS VGVI except to the extent of their pecuniary interest therein.

9. Represents 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, Alex Kessel, Michael Taylor, Benjamin Wallwork, Andy Wang 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, Alex Kessel, Michael Taylor, Benjamin Wallwork, Andy Wang and Craig D. Waslin disclaim beneficial ownership of the shares held by ASRA except to the extent of their pecuniary interest therein.

10. The shares of common stock were issued to the Reporting Person, 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, the managing member of the general partner of the general partner of each of AS 2013, AS 2014, AS 2015, AS 2016 and AS VGVI (collectively, the "Funds") and the manager of ASRA. By agreement with the Funds, Mr. Murray is deemed to hold the common stock for the benefit of the Funds. The 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, Brian Dudley, Elisha P. Gould, Fred Wang and the Reporting Person, 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.

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

12. The Restricted Stock Units were issued to the Reporting Person, a director of the Issuer, who is a partner of Adams Street Partners, LLC. The Restricted Stock Units may be deemed to be indirectly beneficially owned by Adams Street Partners, LLC. By agreement with the Funds, the Reporting Person disclaims beneficial ownership of the Restricted Stock Units except to the extent of his pecuniary interest therein.

13. On March 28, 2023, the Reporting Person was awarded 45,918 Restricted Stock Units, 100% of which vested on June 6, 2023, or the day before the date of the Issuer's 2023 Annual Meeting of Stockholders.

14. 100% of the Restricted Stock Units awarded will vest on the earlier to occur of (i) June 7, 2024 or (ii) the day before the date of the Issuer's 2024 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	06/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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