UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Rimini Street, Inc.
(Name of Issuer)
Common Stock
(Title of class of Securities)
76674Q 10 7
(Cusip Number)
July 19, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☒ Rule13d-1(c)
☐ Rule13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
This information required in the remainder of this page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Radcliff River I LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,541,915 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,541,915 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,541,915 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
Page 2 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Radcliff SPV Manager LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,541,915 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,541,915 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,541,915 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
Page 3 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eli Goldstein | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,541,915 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,541,915 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,541,915 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
Page 4 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Evan Morgan | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,541,915 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,541,915 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,541,915 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
Page 5 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
| Item 1(a) | Name of Issuer:
Rimini Street, Inc. | |
| Item 1(b) | Address of Issuer’s Principal Executive Offices:
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169 | |
| Item 2 (a) | Name of Person Filing:
Radcliff River I LLC
Radcliff SPV Manager LLC
Eli Goldstein
Evan Morgan | |
| Item 2(b) | Address of Principal Business Offices:
The address of the principal business office of each of the Reporting Persons is:
c/o The Radcliff Companies
347 Bowery, 2nd Floor
New York, NY 10003
Attention: Eli Goldstein and Evan Morgan | |
| Item 2(c) | Citizenship:
Radcliff River ILLC- Delaware
Radcliff SPV ManagerLLC- Delaware
Eli Goldstein- USA
Evan Morgan- USA | |
| Item 2(d) | Title of Class of Securities:
Common Stock | |
| Item 2(e) | CUSIP Number:
76674Q 10 7 | |
| Item 3 | If this statement is filed pursuant to Rule13d-1(b), or13d-2(b) or (c), check whether the person filing is a: | |
Page 6 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
(a) ☐ Broker or dealer registered under Section 15 of the Exchange Act
(b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act
(c) ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
(d) ☐ Investment company registered under Section 8 of the Investment Company Act
(e) ☐ An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E)
(f) ☐ An employee benefit plan or endowment fund in accordance with Rule13d-1(b)(1)(ii)(F)
(g) ☐ A parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G)
(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
(j) ☐ Group, in accordance with Rule13d-1(b)(1)(ii)(J)
Not applicable | ||
Item 4 | Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Radcliff River I LLC –4,541,915 Radcliff SPV Manager LLC –4,541,915 Eli Goldstein –4,541,915 Evan Morgan –4,541,915 (b) Percent of class:
Radcliff River I LLC – 6.8% Radcliff SPV Manager LLC – 6.8% Eli Goldstein – 6.8% Evan Morgan – 6.8%
(c) Number of shares as to which the person has: | |
Page 7 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
(i) Sole power to vote or to direct the vote
Radcliff River I LLC – 0 Radcliff SPV Manager LLC – 0 Eli Goldstein – 0 Evan Morgan – 0
(ii) Shared power to vote or to direct the vote
Radcliff River I LLC –4,541,915 Radcliff SPV Manager LLC –4,541,915 Eli Goldstein –4,541,915 Evan Morgan –4,541,915
(iii) Sole power to dispose or to direct the disposition of
Radcliff River I LLC – 0 Radcliff SPV Manager LLC – 0 Eli Goldstein – 0 Evan Morgan – 0
(iv) Shared power to dispose or to direct the disposition of
Radcliff River I LLC –4,541,915 Radcliff SPV Manager LLC –4,541,915 Eli Goldstein –4,541,915 Evan Morgan –4,541,915 |
(1) The number of Common Shares beneficially owned by the Reporting Persons includes (i) 778,615 shares of Common Stock of the Issuer held of record by Radcliff River I LLC, and (ii) 3,763,300 shares of Common Stock of the Issuer that are issuable upon conversion of 37,633 shares of 13.00% Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) of the Issuer held of record by Radcliff River I LLC.
(2) Radcliff SPV Manager LLC (the “Managing Member”) is the managing member of Radcliff River I LLC, and Eli Goldstein and Evan Morgan beneficially own the membership interests in the Managing Member. The Managing Member and Messrs. Goldstein and Morgan share voting and dispositive power over the Common Shares and shares of Series A Preferred Stock of the Issuer held by Radcliff River I LLC. As a result, the Managing Member and Messrs. Goldstein and Morgan may be deemed to beneficially own
Page 8 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
the Common Shares beneficially owned by Radcliff River I LLC. The Managing Member and Messrs. Goldstein and Morgan disclaim beneficial ownership of the Common Shares beneficially owned by Radcliff River I LLC, except to the extent of his or its pecuniary interest therein.
(3) The percentages used throughout this Schedule 13G are based upon (a) 60,005,131 shares of Common Stock outstanding as of June 22, 2018, as disclosed in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 2, 2018, plus (b) 2,896,556 Common Shares purchased by all investors (including Radcliff River I LLC) at the closing of the Securities Purchase Agreement (the “Securities Purchase Agreement”) with Radcliff River I LLC and several other investors providing for the private placement transaction pursuant to which the Reporting Persons acquired beneficial ownership in the Common Shares disclosed on this Schedule 13G, plus (c) 3,763,300 Common Shares that may be acquired within 60 days of the date hereof, issuable upon conversion of 37,633 shares of Series A Preferred Stock held of record by Radcliff River I LLC. |
Page 9 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
| Item 5 | Ownership of Five Percent or Less of a Class.
Not applicable | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person.
Not applicable | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable | |
| Item 8 | Identification and Classification of Members of the Group.
Not applicable | |
| Item 9 | Notice of Dissolution of Group.
Not applicable | |
| Item 10 | Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: July 24, 2018 | Radcliff River I LLC | |||||||
| By: | Radcliff SPV Manager LLC, its manager | |||||||
| By: | /s/ Eli Goldstein | |||||||
| Manager | ||||||||
Page 10 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
| Dated: July 24, 2018 | Radcliff SPV Manager LLC | |||||||
| By: | /s/ Eli Goldstein | |||||||
| Manager | ||||||||
| Dated: July 24, 2018 | /s/ Eli Goldstein | |||||||
| Eli Goldstein | ||||||||
| Dated: July 24, 2018 | /s/ Evan Morgan | |||||||
| Evan Morgan | ||||||||
Page 11 of 12
| CUSIP No. 76674Q 10 7 | SCHEDULE 13G |
LIST OF EXHIBITS
Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement | |
