UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
Rimini Street, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
76674Q 107
(CUSIP Number)
 
GPIAC, LLC
4001 Kennett Pike
Suite 302
Wilmington
Delaware 19807
(212) 430-4340
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 2018
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
 
*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 disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) 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 107
(1)     NAMES OF REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
GPIAC, LLC
(2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨           (b)  
 
(3)     SEC USE ONLY
(4)     SOURCE OF FUNDS (see instructions)
OO, PF
(5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
(6)     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
(7)     SOLE VOTING POWER
None
(8)     SHARED VOTING POWER
13,915,000 shares (1)
(9)     SOLE DISPOSITIVE POWER
None
(10)   SHARED DISPOSITIVE POWER
13,915,000 shares (1)
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,915,000 shares
(12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2% (2)
(14)   TYPE OF REPORTING PERSON (see instructions)
OO
 
 
 
 
(1) GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd, is the managing member of GPIAC, LLC, a Delaware limited liability company and RMNI InvestCo, LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares of the Issuer’s common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.
 
(2) Based on 59,494,942 shares of the Issuer’s common stock outstanding as of May 7, 2018, as disclosed in the Issuer’s Form 10-Q filed on May 10, 2018 with the Securities and Exchange Commission, plus the 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.
 
 

 

CUSIP No. 76674Q 107
(1)     NAMES OF REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
RMNI InvestCo, LLC
(2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨           (b)  
 
(3)     SEC USE ONLY
(4)     SOURCE OF FUNDS (see instructions)
OO, PF
(5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
(6)     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
(7)     SOLE VOTING POWER
None
(8)     SHARED VOTING POWER
13,915,000 shares (1)
(9)     SOLE DISPOSITIVE POWER
None
(10)   SHARED DISPOSITIVE POWER
13,915,000 shares (1)
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,915,000 shares
(12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2% (2)
(14)   TYPE OF REPORTING PERSON (see instructions)
OO
 
 
 
 
(1) GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd, is the managing member of GPIAC, LLC, a Delaware limited liability company and RMNI InvestCo, LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares of the Issuer’s common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.
 
(2) Based on 59,494,942 shares of the Issuer’s common stock outstanding as of May 7, 2018, as disclosed in the Issuer’s Form 10-Q filed on May 10, 2018 with the Securities and Exchange Commission, plus the 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.
 
 
 
 

 

CUSIP No. 76674Q 107
(1)     NAMES OF REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
GP Investments, Ltd.
(2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨           (b)  
 
(3)     SEC USE ONLY
(4)     SOURCE OF FUNDS (see instructions)
OO, PF
(5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
(6)     CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
(7)     SOLE VOTING POWER
None
(8)     SHARED VOTING POWER
13,915,000 shares (1)
(9)     SOLE DISPOSITIVE POWER
None
(10)   SHARED DISPOSITIVE POWER
13,915,000 shares (1)
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,915,000 shares
(12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2% (2)
(14)   TYPE OF REPORTING PERSON (see instructions)
OO
 
 
 
 
(1) GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd, is the managing member of GPIAC, LLC, a Delaware limited liability company and RMNI InvestCo, LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares of the Issuer’s common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.
 
(2) Based on 59,494,942 shares of the Issuer’s common stock outstanding as of May 7, 2018, as disclosed in the Issuer’s Form 10-Q filed on May 10, 2018 with the Securities and Exchange Commission, plus the 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.
 
 

 

CUSIP No. 76674Q 107
(1)     NAMES OF REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
GPIC, Ltd.
(2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨           (b)  
 
(3)     SEC USE ONLY
(4)     SOURCE OF FUNDS (see instructions)
OO, PF
(5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
(6)     CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
(7)     SOLE VOTING POWER
None
(8)     SHARED VOTING POWER
13,915,000 shares (1)
(9)     SOLE DISPOSITIVE POWER
None
(10)   SHARED DISPOSITIVE POWER
13,915,000 shares (1)
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,915,000 shares
(12)   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2% (2)
(14)   TYPE OF REPORTING PERSON (see instructions)
OO
 
 
 
 
(1) GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd, is the managing member of GPIAC, LLC, a Delaware limited liability company and RMNI InvestCo, LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares of the Issuer’s common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.
 
(2) Based on 59,494,942 shares of the Issuer’s common stock outstanding as of May 7, 2018, as disclosed in the Issuer’s Form 10-Q filed on May 10, 2018 with the Securities and Exchange Commission, plus the 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.
 
 

Explanatory Note
 
This Amendment No. 3 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by GPIAC, LLC on October 20, 2017, as amended and restated by Amendment No. 1 thereto filed with the SEC on October 23, 2017 and as amended and restated by Amendment No. 2 thereto filed with the SEC on April 30, 2018 (as amended, the “Schedule 13D”). The Schedule 13D is filed by GPIAC, LLC on behalf of itself and on behalf of RMNI InvestCo, LLC, GP Investments, Ltd. and GPIC, Ltd. as reporting persons pursuant to a joint filing agreement. Terms defined in the Schedule 13D are used herein as so defined.
 
 
Item 4.
Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended to add the following: The information set forth in Item 6 below is incorporated by reference in its entirety into this Item 4.
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 of the Schedule 13D is hereby amended to add the following:
 
On June 18, 2018, Rimini Street, Inc. (the “Issuer”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors with respect to the issuance and sale of equity securities of the Issuer.
 
Pursuant to the terms of the Securities Purchase Agreement (and in compliance with applicable Nasdaq listing standards), the Issuer is required to seek stockholder approval of the transactions contemplated by the Securities Purchase Agreement (the “Requisite Stockholder Approval”). On June 18, 2018, certain of the Issuer’s stockholders, including GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd. entered into voting agreements with the investors, pursuant to which such stockholders agreed to vote their shares of the Issuer’s common stock in favor of the Requisite Stockholder Approval, and against any proposal or corporate action that could result in any of the Issuer’s obligations under the Securities Purchase Agreement not being fulfilled or a breach by the Issuer of any covenant, representation or warranty under the Securities Purchase Agreement.
  

SIGNATURES
 
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.
 
Date: June 25, 2018

  GPIAC, LLC
   
 
 
 
   
By:
 
/s/ Antonio Bonchristiano
   
Name:
 
Antonio Bonchristiano
   
Title:
 
Officer
   
 
 
 
   
By:
 
/s/ Rodrigo Boscolo
   
Name:
 
Rodrigo Boscolo
   
Title:
 
Officer

 
 
RMNI InvestCo, LLC
           
 
 
By:
 
/s/ Antonio Bonchristiano
 
 
Name:
 
Antonio Bonchristiano
 
 
Title:
 
Officer
 
 
 
 
 
 
 
By:
 
/s/ Rodrigo Boscolo
 
 
Name:
 
Rodrigo Boscolo
 
 
Title:
 
Officer
 
 
 
 
 
 
GP Investments, Ltd.
 
 
 
 
 
 
 
By:
 
/s/ Antonio Bonchristiano
 
 
Name:
 
Antonio Bonchristiano
 
 
Title:
 
Chief Executive Officer
 
 
 
 
 
 
 
By:
 
/s/ Rodrigo Boscolo
 
 
Name:
 
Rodrigo Boscolo
 
 
Title:
 
Chief Financial Officer
 
 
 
 
 
 
 
  
GPIC, Ltd.
 
 
 
 
 
 
 
By:
 
/s/ Antonio Bonchristiano
 
 
Name:
 
Antonio Bonchristiano
 
 
Title:
 
Director
 
 
 
 
 
 
 
By:
 
/s/ Rodrigo Boscolo
 
 
Name:
 
Rodrigo Boscolo
 
 
Title:
 
Director