Filing Details

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Radcliff River I LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

4,541,915

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,541,915

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,541,915

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Radcliff SPV Manager LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

4,541,915

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,541,915

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,541,915

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Eli Goldstein

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

4,541,915

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,541,915

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,541,915

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Evan Morgan

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

4,541,915

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,541,915

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,541,915

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

Name of Issuer:

Rimini Street, Inc.

Address of Issuers Principal Executive Offices:

3993 Howard Hughes Parkway, Suite 500

Las Vegas, NV 89169

Name of Person Filing:

Radcliff River I LLC

Radcliff SPV Manager LLC

Eli Goldstein

Evan Morgan

Address of Principal Business Offices:

The address of the principal business office of each of the Reporting Persons is:

c/o The Radcliff Companies

347 Bowery, 2^nd Floor

New York, NY 10003

Attention: Eli Goldstein and Evan Morgan

Citizenship:

Radcliff River I LLC- Delaware

Radcliff SPV Manager LLC- Delaware

Eli Goldstein- USA

Evan Morgan- USA

Title of Class of Securities:

Common Stock

CUSIP Number:

76674Q 10 7

(a) ☐ Broker or dealer registered under Section 15 of the Exchange Act

(b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act

(d) ☐ Investment company registered under Section 8 of the Investment Company Act

(e) ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g) ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

(j) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Not applicable

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:

Radcliff River I LLC 4,541,915

Radcliff SPV Manager LLC 4,541,915

Eli Goldstein 4,541,915

Evan Morgan 4,541,915

(b)   Percent of class:

Radcliff River I LLC 6.8%

Radcliff SPV Manager LLC 6.8%

Eli Goldstein 6.8%

Evan Morgan 6.8%

(c)   Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

Radcliff River I LLC 0

Radcliff SPV Manager LLC 0

Eli Goldstein 0

Evan Morgan 0

(ii)  Shared power to vote or to direct the vote

Radcliff River I LLC 4,541,915

Radcliff SPV Manager LLC 4,541,915

Eli Goldstein 4,541,915

Evan Morgan 4,541,915

(iii)  Sole power to dispose or to direct the disposition of

Radcliff River I LLC 0

Radcliff SPV Manager LLC 0

Eli Goldstein 0

Evan Morgan 0

(iv) Shared power to dispose or to direct the disposition of

Radcliff River I LLC 4,541,915

Radcliff SPV Manager LLC 4,541,915

Eli Goldstein 4,541,915

Evan Morgan 4,541,915

the Common Shares beneficially owned by Radcliff River I LLC. The Managing Member and Messrs. Goldstein and Morgan disclaim beneficial ownership of the Common Shares beneficially owned by Radcliff River I LLC, except to the extent of his or its pecuniary interest therein.

(3) The percentages used throughout this Schedule 13G are based upon (a) 60,005,131 shares of Common Stock outstanding as of June 22, 2018, as disclosed in the Issuers Definitive Proxy Statement filed with the Securities and Exchange Commission on July 2, 2018, plus (b) 2,896,556 Common Shares purchased by all investors (including Radcliff River I LLC) at the closing of the Securities Purchase Agreement (the Securities Purchase Agreement) with Radcliff River I LLC and several other investors providing for the private placement transaction pursuant to which the Reporting Persons acquired beneficial ownership in the Common Shares disclosed on this Schedule 13G, plus (c) 3,763,300 Common Shares that may be acquired within 60 days of the date hereof, issuable upon conversion of 37,633 shares of Series A Preferred Stock held of record by Radcliff River I LLC.

Ownership of Five Percent or Less of a Class.

Not applicable

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable

Identification and Classification of Members of the Group.

Not applicable

Notice of Dissolution of Group.

Not applicable

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Exhibit

No.