| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rimini Street, Inc. [ RMNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 186,992 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (Right to Buy) | $4.29 | 10/01/2026 | A | 66,667 | (1) | 10/01/2037 | Common Stock | 66,667 | $0 | 66,667 | D | ||||
| Employee Stock Options (Right to Buy) | $4.29 | 10/01/2026 | A | 18,301 | (2) | 10/01/2037 | Common Stock | 18,301 | $0 | 18,301 | D | ||||
| Employee Stock Options (Right to Buy) | $4.29 | 10/01/2026 | A | 25,116 | (3) | 10/01/2037 | Common Stock | 25,116 | $0 | 25,116 | D | ||||
| Employee Stock Options (Right to Buy) | $4.29 | 10/01/2026 | A | 100,000 | (4) | 10/01/2037 | Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Restricted Stock Units | (5) | 10/01/2026 | A | 100,002 | (6) | (6) | Common Stock | 100,002 | $0 | 100,002 | D | ||||
| Restricted Stock Units | (5) | 10/01/2026 | A | 66,667 | (7) | (7) | Common Stock | 66,667 | $0 | 66,667 | D | ||||
| Restricted Stock Units | (5) | 10/01/2026 | A | 22,989 | (8) | (8) | Common Stock | 22,989 | $0 | 22,989 | D | ||||
| Restricted Stock Units | (5) | 10/01/2026 | A | 11,264 | (9) | (9) | Common Stock | 11,264 | $0 | 11,264 | D | ||||
| Restricted Stock Units | (5) | 10/01/2026 | A | 32,258 | (10) | (10) | Common Stock | 32,258 | $0 | 32,258 | D | ||||
| Explanation of Responses: |
| 1. On October 1, 2026, the Reporting Person was awarded 66,667 Employee Stock Options, which shall vest in full in accordance with the following vesting schedule: 50% of the shares subject to the Option shall vest on October 1, 2027, and 50% of the shares subject to the Option shall vest on December 17, 2027, subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's 2013 Equity Incentive Plan) through each such vesting date. |
| 2. On October 1, 2026, the Reporting Person was awarded 18,301 Employee Stock Options, which shall vest in full in accordance with the following vesting schedule: 50% of the shares subject to the Option shall vest on October 1, 2027, and 50% of the shares subject to the Option shall vest on March 4, 2028, subject to the Reporting Person continuing to be a Service Provider through each such vesting date. |
| 3. On October 1, 2026, the Reporting Person was awarded 25,116 Employee Stock Options, which shall vest in full in accordance with the following vesting schedule: one-third of the shares subject to the Option shall vest on October 1, 2027, one-third of the shares subject to the Option shall vest on March 2, 2028, and one- third of the shares subject to the Option shall vest on March 2, 2029, subject to the Reporting Person continuing to be a Service Provider through each such vesting date. |
| 4. On October 1, 2026, the Reporting Person was awarded 100,000 Employee Stock Options, which shall vest in full in accordance with the following vesting schedule: one-third of the Shares subject to the Option shall vest on October 1, 2027, one-third of the shares subject to the Option shall vest on March 2, 2028 and one-third of the Shares subject to the Option shall vest on March 2, 2029, subject to the Reporting Person continuing to be a Service Provider through each such vesting date. |
| 5. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. |
| 6. On October 1, 2026, the Reporting Person was awarded 100,002 Restricted Stock Units, 100% of which shall vest in full on October 1, 2027, subject to the Reporting Person continuing to be a Service Provider through the vesting date. |
| 7. On October 1, 2026, the Reporting Person was awarded 66,667 Restricted Stock Units which shall vest in full in accordance with the following vesting schedule: 50% of the Restricted Stock Units shall vest on October 1, 2027, and 50% of the Restricted Stock Units shall vest on December 17, 2027, subject to the Reporting Person continuing to be a Service Provider through each such vesting date. |
| 8. On October 1, 2026, the Reporting Person was awarded 22,989 Restricted Stock Units which shall vest in full in accordance with the following vesting schedule: 50% of the Restricted Stock Units shall vest on October 1, 2027, and 50% of the Restricted Stock Units shall vest on March 4, 2028, subject to the Reporting Person continuing to be a Service Provider through each such vesting date. |
| 9. On October 1, 2026, the Reporting Person was awarded 11,264 Restricted Stock Units which shall vest in full in accordance with the following vesting schedule: 50% of the Restricted Stock Units shall vest on October 1, 2027, and 50% of the Restricted Stock Units shall vest on March 4, 2028, subject to the Reporting Person continuing to be a Service Provider through each such vesting date. |
| 10. On October 1, 2026, the Reporting Person was awarded 32,258 Restricted Stock Units, which shall vest in full in accordance with the following vesting schedule: one-third of the Restricted Stock Units shall vest on October 1, 2027, one-third of the Restricted Stock Units shall vest on March 2, 2028, and one-third of the Restricted Stock Units shall vest on March 2, 2029, subject to the Reporting Person continuing to be a Service Provider through each such vesting date. |
| Remarks: |
| /s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact | 10/02/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||