Page 12 of 18 – SEC Filing
of GPIA prior to its domestication converted automatically by operation of law, on a one-for-one basis, into shares
of common stock, par value $0.0001 per share (the Company Shares), of the Company after its domestication as a corporation incorporated in the State of Delaware, as renamed Rimini Street Inc. In connection with the mergers,
all shares of Series B Preferred Stock, Series C Preferred Stock and common stock warrants of RSI held by the Reporting Persons were converted into shares of common stock of RMNI pursuant to the terms of the Merger Agreement.
In connection with the RSIs issuance of Series B Preferred Stock in June 2009, the Reporting Persons acquired 2,569,704 shares of Series B Preferred
Stock at a purchase price of $3.8915 per share.
In connection with RSIs issuance of Series C Preferred Stock in October 2016, the Reporting Persons
acquired 56,441,036 shares of Series C Preferred Stock at a purchase price of $0.1772 per share.
In October 2017 the Reporting Persons acquired 497,018
shares of the common stock of GPIA in an open market purchase at a price of $10.06 per share.
| ITEM 4. | Purpose of the Transaction. |
The Reporting Persons hold their securities of the Issuer for investment
purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Persons in
the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon
the Reporting Persons review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuers business, financial condition, operations
and prospects, the relative attractiveness of alternative business and investment opportunities, and other future developments. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to
any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. | Interest in Securities of the Issuer. |
(a,b) Regarding aggregate beneficial ownership,
see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person.
Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of
the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 58,580,796 shares of Common Stock outstanding as of October 17, 2017.
(c) Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the Common Stock of the Issuer during the
past 60 days.
(d) Under certain circumstances set forth in the limited partnership agreements of the Reporting Persons, the general
partner and limited partners of the reporting persons may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entities of which they are a partner.
(e) Not applicable.
| ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The Reporting Persons intend to enter into an agreement with the Issuer to grant the Reporting Persons rights of first refusal to purchase
their pro rata portion of any new securities that may be issued by the Company for a term of five years.
