UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Rimini Street, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
76674Q107
(CUSIP Number)
October 10, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | 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.
The information required in 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).
| Page 1 of 5 |
| CUSIP No. 76674Q107 | |||
| 1. | Name of Reporting Person CB Agent Services LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | o | ||
| (b) | o (Joint filers) | ||
| 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 3,440,424 shares1 |
| 6. | Shared Voting Power 0 shares | |
| 7. | Sole Dispositive Power 3,440,424 shares1 | |
| 8. | Shared Dispositive Power 0 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,440,424 shares1 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 5.5%2 | |
| 12. | Type of Reporting Person (See Instructions) OO | |
1 Represents 3,440,424 shares of common stock subject to outstanding warrants exercisable within 60 days of April 25, 2018.
2 The percentage ownership was calculated on a diluted basis based on 59,489,870 shares of the issuer’s common stock outstanding as of April 25, 2018 as reported in the issuer’s Form 10-K/A filed on April 30, 2018. For purposes of this calculation, the number of shares of common stock subject to outstanding warrants held by CB Agent Services LLC was included with the number of shares of common stock reported as outstanding as of April 25, 2018, for a total of 62,930,294 shares.
| Page 2 of 5 |
| CUSIP No. 76674Q107 |
| Item 1. | |||
| (a) | Name of Issuer Rimini Street, Inc. | ||
| (b) |
Address
of Issuer’s Principal Executive Offices Las Vegas, Nevada 89169 | ||
| Item 2. | |||
| (a) | Name of Person Filing CB Agent Services LLC | ||
| (b) |
Address
of Principal Business Office or, if none, Residence 888 Seventh Avenue, 29th Floor New York, New York 10106 | ||
| (c) | Citizenship Delaware | ||
| (d) | Title of Class of Securities Common Stock, par value $0.0001 per share | ||
| (e) | CUSIP Number 76674Q107 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | o |
Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |
| 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:
3,440,424 shares
| |
| (b) |
Percent of class:
5.5%. The shares beneficially owned are shares of common stock subject to outstanding warrants exercisable within 60 days of April 25, 2018. The percentage ownership was calculated on a diluted basis based on 59,489,870 shares of the issuer’s common stock outstanding as of April 25, 2018 as reported in the issuer’s Form 10-K/A filed on April 30, 2018. For purposes of this calculation, the number of shares of common stock subject to outstanding warrants held by CB Agent Services LLC was included with the number of shares of common stock reported as outstanding as of April 25, 2018, for a total of 62,930,294 shares.
| |
| (c) |
Number of shares as to which the person has:
| |
| Page 3 of 5 |
| (i) |
Sole power to vote or to direct the vote:
3,440,424 shares
| |
| (ii) |
Shared power to vote or to direct the vote:
0 shares
| |
| (iii) |
Sole power to dispose or to direct the disposition of:
3,440,424 shares
| |
| (iv) |
Shared power to dispose or to direct the disposition of:
0 shares
| |
| Item 5. | Ownership of Five Percent or Less of a Class | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o | ||
| 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 or Control Person | |
| 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. | Certifications | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11. | ||
| Page 4 of 5 |
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| May 2, 2018 | |||
| CB AGENT SERVICES LLC | |||
| By: | /s/ Morris Beyda | ||
| Name: | Morris Beyda | ||
| Title: | Chief Operating Officer | ||
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
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