SC 13G/A 1 formsc13ga.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)

 

 

 

Rimini Street, Inc.

(Name of Issuer)

 

Common Stock

(Title of class of Securities)

 

76674Q107

(Cusip Number)

 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

 

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

 

[  ] Rule 13d-1(b)

 

[X] Rule 13d-1(c)

 

[  ] Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

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).

 

 

 

 

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

1  

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Radcliff River I LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [ ] (b) [X]

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

4,860,874

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

4,860,874

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,860,874

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

Page 2 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

1  

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Radcliff SPV Manager LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [ ] (b) [X]

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

4,860,874

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

4,860,874

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,860,874

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

Page 3 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

1  

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Eli Goldstein

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [ ] (b) [X]

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

25,000

  6  

SHARED VOTING POWER

 

4,860,874

  7  

SOLE DISPOSITIVE POWER

 

25,000

  8  

SHARED DISPOSITIVE POWER

 

4,860,874

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,885,874

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 4 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

1  

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Evan Morgan

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [ ] (b) [X]

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

4,860,874

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

4,860,874

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,860,874

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 5 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

Item 1(a)  

Name of Issuer:

Rimini Street, Inc.

   
Item 1(b)  

Address of Issuer’s Principal Executive Offices:

3993 Howard Hughes Parkway, Suite 500

Las Vegas, NV 89169

   
Item 2 (a)  

Name of Person Filing:

Radcliff River I LLC

Radcliff SPV Manager LLC

Eli Goldstein

Evan Morgan

   
Item 2(b)  

Address of Principal Business Offices:

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

c/o The Radcliff Companies

408 Greenwich Street

New York, NY 10013

Attention: Eli Goldstein and Evan Morgan

   
Item 2(c)  

Citizenship:

Radcliff River I LLC- Delaware

Radcliff SPV Manager LLC- Delaware

Eli Goldstein- USA

Evan Morgan- USA

   
Item 2(d)  

Title of Class of Securities:

Common Stock

   
Item 2(e)  

CUSIP Number:

76674Q 10 7

 

Page 6 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 

 

(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

   
Item 4

Ownership.

 

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 – 4,860,874

 

Radcliff SPV Manager LLC – 4,860,874

 

Eli Goldstein – 4,885,874

Evan Morgan – 4,860,874

 

(b)  Percent of class:

 

Radcliff River I LLC – 6.1%

Radcliff SPV Manager LLC – 6.1%

Eli Goldstein – 6.1%

Evan Morgan – 6.1%

 

Page 7 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

 

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

 

(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 – 0

 

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

 

Radcliff River I LLC – 4,860,874

Radcliff SPV Manager LLC – 4,860,874

Eli Goldstein – 4,860,874

Evan Morgan – 4,860,874

 

(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 – 0

 

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

 

Radcliff River I LLC – 4,860,874

Radcliff SPV Manager LLC – 4,860,874

Eli Goldstein – 4,860,874

Evan Morgan – 4,860,874

 

(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) 4,050,000 shares of Common Stock of the Issuer that are issuable upon conversion of 40,500 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 shares of Common Stock of the Issuer held of record by Eli Goldstein.

 

(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.

 

(3) The percentages used throughout this Schedule 13G are based upon (a) 76,285,000 shares of Common Stock outstanding as of November 3, 2020, as disclosed in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 5, 2020, plus (b) 4,050,000 Common Shares that may be acquired within 60 days of the date hereof, issuable upon conversion of 40,500 shares of Series A Preferred Stock held of record by Radcliff River I LLC.

 

Page 8 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

Item 5

Ownership of Five Percent or Less of a Class.

 

Not applicable

   
Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

   
Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable

   
Item 8

Identification and Classification of Members of the Group.

 

Not applicable

   
Item 9

Notice of Dissolution of Group.

 

Not applicable

   
Item 10

Certification.

 

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.

 

Page 9 of 11

 

 

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.

 

Dated: January 27, 2021 Radcliff River I LLC
     
  By: Radcliff SPV Manager LLC, its manager
     
  By: /s/ Eli Goldstein
    Manager

 

Page 10 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

Dated: January 27, 2021 Radcliff SPV Manager LLC
     
  By: /s/ Eli Goldstein
    Manager

 

Dated: January 27, 2021 /s/ Eli Goldstein
  Eli Goldstein
   
Dated: January 27, 2021 /s/ Evan Morgan
  Evan Morgan

 

Page 11 of 11

 

 

CUSIP No. 76674Q 10 7   SCHEDULE 13G    

 

LIST OF EXHIBITS

 

Exhibit

No.

   Description
   
99.1   Joint Filing Agreement