Sec Form 3/A Filing - ADAMS STREET PARTNERS LLC @ Rimini Street, Inc. - 2017-10-10

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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ADAMS STREET PARTNERS LLC
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)
(Last) (First) (Middle)
ONE NORTH WACKER DRIVE, STE 2200
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2017
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
10/20/2017
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 4,371,271 I See Footnote ( 1 )
Common Stock 4,927,144 I See Footnote ( 2 )
Common Stock 4,316,925 I See Footnote ( 3 )
Common Stock 1,294,343 I See Footnote ( 4 )
Common Stock 1,760,531 I See Footnote ( 5 )
Common Stock 1,351,405 I See Footnote ( 6 )
Common Stock 1,334,361 I See Footnote ( 7 )
Common Stock 3,924,594 I See Footnote ( 8 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Stock Option (Right to buy) $ 5.0122 ( 9 ) 01/24/2024 Common Stock 119,706 I See Footnotes ( 11 ) ( 12 )
Stock Option (Right to buy) $ 7.5183 ( 10 ) 06/29/2027 Common Stock 17,655 I See Footnotes ( 11 ) ( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADAMS STREET PARTNERS LLC
ONE NORTH WACKER DRIVE
STE 2200
CHICAGO, IL60606
X
Signatures
/s/ Sara Robinson Dasse 10/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") (the number of shares amends the previously reported number, which was inaccurate). 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.
( 2 )Represents shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") (the number of shares amends the previously reported number, which was inaccurate). 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.
( 3 )Represents shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") (the number of shares amends the previously reported number, which was inaccurate). 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.
( 4 )Represents shares held directly by Adams Street 2013 Direct Fund LP ("AS 2013") (the number of shares amends the previously reported number, which was inaccurate). 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.
( 5 )Represents shares held directly by Adams Street 2014 Direct Fund LP ("AS 2014") (the number of shares amends the previously reported number, which was inaccurate). 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.
( 6 )Represents shares held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015") (the number of shares amends the previously reported number, which was inaccurate). 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.
( 7 )Represents shares held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016") (the number of shares amends the previously reported number, which was inaccurate). 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 inte rest therein.
( 8 )Represents shares held directly by Adams Street Venture/Growth Fund VI LP ("AS VGVI") (the number of shares amends the previously reported number, which was inaccurate). 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.
( 9 )The shares subject to the option are fully vested and exercisable. The number of shares and exercise price amend the previously reported numbers, which were inaccurate.
( 10 )100% of the shares subject to the option will vest on January 2, 2018, subject to Robin Murray's continued service to Rimini Street, Inc. The number of shares and exercise price amend the previously reported numbers, which were inaccurate.
( 11 )This option was granted to Robin Murray, a director of Rimini Street, Inc., who is a partner of Adams Street Partners, LLC. Adams Street Partners, LLC is managing member of the general partner of AS 2007, AS 2008 and AS 2009 and is the managing member of the general partner of the general partner of AS 2013, AS 2014, AS 2015, AS 2016 and AS VGVI (collectively, the "Funds"). By agreement with the Funds, Mr. Murray is deemed to hold the options for the benefit of the Funds.
( 12 )The option may be deemed to be indirectly beneficially owned by Adams Street Partners, LLC. Adams Street Partners, LLC and 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), disclaim beneficial ownership of the options except to the extent of their pecuniary interest therein.

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