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*
ADAMS STREET PARTNERS LLC

(Last) (First) (Middle)
ONE NORTH WACKER DRIVE
STE 2200

(Street)
CHICAGO IL 60606

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2018
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 07/19/2018 P 34,945 A (1) 4,360,765 I See Footnote(2)
Common Stock 07/19/2018 P 39,414 A (3) 4,915,325 I See Footnote(4)
Common Stock 07/19/2018 P 34,510 A (5) 4,306,549 I See Footnote(6)
Common Stock 1,313,301 I See Footnote(7)
Common Stock 1,786,318 I See Footnote(8)
Common Stock 1,371,200 I See Footnote(9)
Common Stock 1,353,906 I See Footnote(10)
Common Stock 3,982,079 I See Footnote(11)
Common Stock 07/19/2018 P 288,559 A (12) 288,559 I See Footnote(13)
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
Series A Redeemable Convertible Preferred Stock $10(14) 07/19/2018 P 1,689 07/19/2018 (15) Common Stock (14) (1) 1,689 I See Footnote(2)
Series A Redeemable Convertible Preferred Stock $10(14) 07/19/2018 P 1,905 07/19/2018 (15) Common Stock (14) (3) 1,905 I See Footnote(4)
Series A Redeemable Convertible Preferred Stock $10(14) 07/19/2018 P 1,668 07/19/2018 (15) Common Stock (14) (5) 1,668 I See Footnote(6)
Series A Redeemable Convertible Preferred Stock $10(14) 07/19/2018 P 13,947 07/19/2018 (15) Common Stock (14) (12) 13,947 I See Footnote(13)
Explanation of Responses:
1. The reported securities are included within a group of securities composed of 34,945 shares of Common Stock and 1,689 shares of Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1,604,550.
2. 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2007 except to the extent of their pecuniary interest therein.
3. The reported securities are included within a group of securities composed of 39,414 shares of Common Stock and 1,905 shares of Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1,809,750.
4. 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, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, 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, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2008 except to the extent of their pecuniary interest therein.
5. The reported securities are included within a group of securities composed of 34,510 shares of Common Stock and 1,668 shares of Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1,584,600.
6. 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2009 except to the extent of their pecuniary interest therein.
7. 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2013 except to the extent of their pecuniary interest therein.
8. 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2014 except to the extent of their pecuniary interest therein.
9. 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2015 except to the extent of their pecuniary interest therein.
10. 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS 2016 except to the extent of their pecuniary interest therein.
11. 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 S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert, 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 and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by AS VGVI except to the extent of their pecuniary interest therein.
12. The reported securities are included within a group of securities composed of 288,559 shares of Common Stock and 13,947 shares of Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $13,249,650.
13. 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, Elisha P. Gould, Sachin Tulyoni and Craig D. Woslin, 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, Elisha P. Gould, Sachin Tulyoni and Craig D. Woslin disclaim beneficial ownership of the shares held by ASRA except to the extent of their pecuniary interest therein.
14. The liquidation value (as described below) of each share of Series A Redeemable Convertible Preferred Stock is convertible at the holder's option into shares of Common Stock at a conversion price of $10.00. The liquidation value is equal to $1,000 plus accrued but unpaid dividends on the Series A Redeemable Convertible Preferred Stock.
15. The Series A Redeemable Convertible Preferred stock has no expiration date.
Remarks:
/s/ Sara Robinson Dasse 07/23/2018
** 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).
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