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    EVP & Chief Client Officer Lyskawa Nancy converted options into 20,727 units of Common Stock and sold $20,103 worth of Common Stock (6,120 units at $3.28), increasing direct ownership by 9% to 170,860 units (SEC Form 4)

    5/8/25 8:21:58 PM ET
    $RMNI
    Business Services
    Consumer Discretionary
    Get the next $RMNI alert in real time by email
    SEC FORM 4 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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    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*
    Lyskawa Nancy

    (Last) (First) (Middle)
    C/O 1700 S. PAVILION CENTER DRIVE
    SUITE 330

    (Street)
    LAS VEGAS NV 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 & Chief Client Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    05/06/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    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)
    Code V Amount (A) or (D) Price
    Common Stock 05/06/2025 M 16,193 A $0 172,446 D
    Common Stock 05/06/2025 S(1) 4,783(1) D(1) $3.2848 167,663 D
    Common Stock 05/06/2025 M 4,534(2) A $0 172,197 D
    Common Stock 05/06/2025 S(3) 1,337(3) D(3) $3.2849 170,860 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)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Restricted Stock Units (4) 05/06/2025 M 16,193 (5) (5) Common Stock 16,193 $0 32,389 D
    Performance Units (6) 05/06/2025 M 4,534(2) (7) (7) Common Stock 4,534 $0 9,068 D
    Explanation of Responses:
    1. Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Restricted Stock Unit vesting events. The Reporting Person did not initiate the sale.
    2. Represents one third of the total 13,602 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated March 3, 2025) under the terms of the Issuer's 2013 Long-Term Incentive Plan based upon the Issuer's achievement against a target adjusted EBITDA goal for fiscal year 2024 and the Issuer's achievement of a target total revenue goal for fiscal year 2024, effective as of February 27, 2025 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2024).
    3. Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Performance Unit vesting events. The Reporting Person did not initiate the sale.
    4. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
    5. On May 6, 2024, the Reporting Person was granted 48,582 Restricted Stock Units, one-third of which vested on May 6, 2025. The remaining two-thirds vest ratably on May 6, 2026 and May 6, 2027, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the applicable vesting date.
    6. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
    7. One-third of the "Earned Performance Units" vested on May 6, 2025. The remaining two-thirds vest ratably on May 6, 2026 and May 6, 2027, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the applicable vesting date.
    Remarks:
    /s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact 05/08/2025
    ** 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.
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