Rimini Street Inc.

04/08/2025 | Press release | Distributed by Public on 04/08/2025 18:45

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Perica Michael L.
2. Issuer Name and Ticker or Trading Symbol
Rimini Street, Inc. [RMNI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last) (First) (Middle)
C/O 1700 S. PAVILION CENTER DRIVE, SUITE 330 		3. Date of Earliest Transaction (Month/Day/Year)
04/03/2025
(Street)
LAS VEGAS, NV 89135 		4. If Amendment, Date Original Filed (Month/Day/Year)
04/07/2025 		6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 04/03/2025 M 16,963 A $ 0 183,425 D
Common Stock 04/03/2025 04/07/2025(1) S(2) 7,254(2) D(2) $3.1856 176,171 D
Common Stock 04/03/2025 M 51,229 A $ 0 227,400 D
Common Stock 04/03/2025 04/07/2025(1) S(3) 21,895(3) D(3) $3.1856 205,505 D
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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 Underlying Securities
(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 of Derivative Security: 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 (4) 04/03/2025 M 16,963 (5) (5) Common Stock 16,963 $ 0 16,964 D
Performance Units (6) 04/03/2025 M 51,229(7) (8) (8) Common Stock 51,229 $ 0 51,232 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Perica Michael L.
C/O 1700 S. PAVILION CENTER DRIVE
SUITE 330
LAS VEGAS, NV 89135 		EVP & Chief Financial Officer

Signatures

/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact 04/08/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person is amending his Form 4 filed April 7, 2024, to add automatic "sell-to-cover" transactions related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Restricted Stock Unit and Performance Unit vesting events. The sales occurred over a three-day period (April 3, 6 and 7, 2025) and were processed by the Company's stock plan administrator. The Reporting Person did not initiate the sales and had no control over the timing of the sales. The sales were not reported by the Company's stock plan administrator to the Reporting Person until April 8, 2025.
(2) Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Restricted Stock Unit vesting events. The Reporting Person did not initiate the sale.
(3) Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Performance Unit vesting events. The Reporting Person did not initiate the sale.
(4) Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
(5) On April 3, 2023, the Reporting Person was granted 50,890 Restricted Stock Units, one-third of which vested on April 3, 2024 and one-third of which vested on April 3, 2025. The remaining one-third will vest on April 3, 2026, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the vesting date.
(6) Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
(7) Represents one-third of the total 153,689 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated March 1, 2024) under the terms of the Issuer's 2023 Long-Term Incentive Plan based upon the Issuer's achievement against a target adjusted EBITDA goal for fiscal year 2023 and the Issuer's achievement of a target total revenue goal for fiscal year 2023, effective as of February 28, 2024 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2023).
(8) One-third of the "Earned Performance Units" vested on April 3, 2024, and one-third of the "Earned Performance Units" vested on April 3, 2025. The remaining one-third will vest on April 3, 2026, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the vesting date.
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