SEC FORM 4/A

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^*

Rowe David W.

(Last)

(First)

(Middle)

C/O 1700 S. PAVILION CENTER DRIVE

SUITE 330

(Street)

LAS VEGAS

89135

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Glob.Transform.&CPO

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/06/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								334,201	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/03/2023		A		15,267		⁽²⁾	⁽²⁾	Common Stock	15,267	$0	15,267	D
Employee Stock Options (Right to Buy)	$3.93	04/03/2023		A		55,363		⁽³⁾	04/03/2033	Common Stock	55,363	$0	55,363	D
Restricted Stock Units	⁽¹⁾	04/03/2023		A		20,000⁽⁴⁾		⁽²⁾	⁽²⁾	Common Stock	20,000	$0	20,000	D
Employee Stock Options (Right to Buy)	$3.93	04/03/2023		A		40,000⁽⁴⁾		⁽³⁾	04/03/2033	Common Stock	40,000	$0	40,000	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

2. The Restricted Stock Units will vest ratably in three (3) annual installments on April 3, 2024, April 3, 2025 and April 3, 2026, provided that the Reporting Person remains employed by the Issuer through the applicable vesting date.

3. The stock option award will vest ratably in three (3) annual installments on April 3 2024, April 3, 2025 and April 3, 2026, provided that the Reporting Person remains employed by the Issuer through the applicable vesting date.

4. On April 6, 2023, the Reporting Person filed a Form 4 that inadvertently transposed the number of Restricted Stock Units awarded to him on April 3, 2023, as originally reported in Column 5 of Row 3 of Table II, with the number of Stock Options awarded to him on April 3, 2023, as originally reported in Column 5 of Row 4 of Table II. The errors have been corrected, and Columns 7 and 9 of Rows 3 and 4 of Table II, respectively, have been updated, accordingly.

Remarks:

	/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact	07/07/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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