Sec Form 13G Filing - Radcliff River I LLC filing for Rimini Street Inc. (RMNI) - 2019-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Rimini Street, Inc.

(Name of Issuer)

Common Stock

(Title of class of Securities)

76674Q 10 7

(Cusip Number)

June 30, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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).

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Rimini Street, Inc.

3993 Howard Hughes Parkway, Suite 500

Las Vegas, NV 89169

Radcliff River I LLC

Radcliff SPV Manager LLC

Eli Goldstein

Evan Morgan

The address of the principal business office of each of the Reporting Persons is:

c/o The Radcliff Companies

347 Bowery, 2^nd Floor

New York, NY 10003

Attention: Eli Goldstein and Evan Morgan

Radcliff River I LLC – Delaware

Radcliff SPV Manager LLC – Delaware

Eli Goldstein – USA

Evan Morgan – USA

Common Stock

76674Q 10 7

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(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 Rule 13d-1(b)(1)(ii)(E)

(f)  ☐  An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g)  ☐  A parent holding company or control person in accordance with Rule 13d-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 Rule 13d-1(b)(1)(ii)(J)

Not applicable

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 – 4,682,674

Radcliff SPV Manager LLC – 4,682,674

Eli Goldstein – 4,707,674

Evan Morgan – 4,692,674

(b)     Percent of class:

Radcliff River I LLC – 6.7%

Radcliff SPV Manager LLC – 6.7%

Eli Goldstein – 6.7%

Evan Morgan – 6.7%

(c)     Number of shares as to which the person has:

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(i)    Sole power to vote or to direct the vote

Radcliff River I LLC – 0

Radcliff SPV Manager LLC – 0

Eli Goldstein – 25,000

Evan Morgan – 10,000

(ii)   Shared power to vote or to direct the vote

Radcliff River I LLC – 4,682,674

Radcliff SPV Manager LLC – 4,682,674

Eli Goldstein – 4,682,674

Evan Morgan – 4,682,674

(iii)  Sole power to dispose or to direct the disposition of

Radcliff River I LLC – 0

Radcliff SPV Manager LLC – 0

Eli Goldstein – 25,000

Evan Morgan – 10,000

(iv)  Shared power to dispose or to direct the disposition of

Radcliff River I LLC – 4,682,674

Radcliff SPV Manager LLC – 4,682,674

Eli Goldstein – 4,682,674

Evan Morgan – 4,682,674

(1) The number of Common Shares beneficially owned by the Reporting Persons includes (i) 810,874 shares of Common Stock of the Issuer held of record by Radcliff River I LLC, (ii) 3,871,800 shares of Common Stock of the Issuer that are issuable upon conversion of 38,718 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 and (iii) 25,000 and 10,000 shares of Common Stock of the Issuer held of record by Eli Goldstein and Evan Morgan, respectively.

(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 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.

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(3) The percentages used throughout this Schedule 13G are based upon (a) 66,152,538 shares of Common Stock outstanding as of June 20, 2019, as disclosed in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 1, 2019, plus (b) 3,871,800 Common Shares that may be acquired within 60 days of the date hereof, issuable upon conversion of 38,718 shares of Series A Preferred Stock held of record by Radcliff River I LLC.

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Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

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.

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LIST OF EXHIBITS