0001341004-18-000423.txt : 20180720 0001341004-18-000423.hdr.sgml : 20180720 20180720110742 ACCESSION NUMBER: 0001341004-18-000423 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180720 DATE AS OF CHANGE: 20180720 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rimini Street, Inc. CENTRAL INDEX KEY: 0001635282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88862 FILM NUMBER: 18961802 BUSINESS ADDRESS: STREET 1: 3993 HOWARD HUGHES PARKWAY, SUITE 500 CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: (702) 839-9671 MAIL ADDRESS: STREET 1: 3993 HOWARD HUGHES PARKWAY, SUITE 500 CITY: LAS VEGAS STATE: NV ZIP: 89169 FORMER COMPANY: FORMER CONFORMED NAME: GP Investments Acquisition Corp. DATE OF NAME CHANGE: 20150227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GPIAC, LLC CENTRAL INDEX KEY: 0001642652 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GP INVESTMENTS ACQUISITION CORP. STREET 2: 150 E. 52ND STREET, SUITE 5003 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 345 949 8066 MAIL ADDRESS: STREET 1: C/O GP INVESTMENTS ACQUISITION CORP. STREET 2: 150 E. 52ND STREET, SUITE 5003 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da.htm SCHEDULE 13D, AMENDMENT NO. 4
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
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)
July 19, 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)
20.18% (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) Percentage calculated based on (i) 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 (ii) 2,896,556 shares of Common Stock issued in connection with the closing of the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D), as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2018, plus (iii) 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)
20.18% (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) Percentage calculated based on (i) 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 (ii) 2,896,556 shares of Common Stock issued in connection with the closing of the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D), as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2018, plus (iii) 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)
20.18% (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) Percentage calculated based on (i) 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 (ii) 2,896,556 shares of Common Stock issued in connection with the closing of the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D), as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2018, plus (iii) 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)
20.18% (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) Percentage calculated based on (i) 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 (ii) 2,896,556 shares of Common Stock issued in connection with the closing of the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D), as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2018, plus (iii) 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. 4 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, as amended and restated by Amendment No. 2 thereto filed with the SEC on April 30, 2018 and as amended by Amendment No. 3 thereto filed with the SEC on June 25, 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 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6, as amended and restated by Amendment No. 2 to this Schedule 13D and as amended by Amendment No. 3 to this Schedule 13D, is hereby further amended to add the following:

The Requisite Stockholder Approval (as such term is defined in Amendment No. 3 to this Schedule 13D) was obtained at the Issuer's Special Meeting of Stockholders held on July 12, 2018.  The Issuer closed the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D) on July 19, 2018. As a result, the voting agreements to which certain of the Issuer's stockholders, including certain of the Reporting Persons, were parties, as previously described in Amendment No. 3 to this Schedule 13D, automatically terminated with no continuing obligations or liabilities upon the parties thereto.
  
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: July 20, 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