UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Rimini Street, Inc. |
(Name
of Issuer) |
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
76674Q
107 |
(CUSIP
Number) |
127
Capital, LLC
6056
Deloache Avenue, Dallas, Texas 75225 Attn: Clayton Webb
(214)
999-6082 |
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications) |
January
2, 2024 |
(Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section
240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover
page.
The
information required on 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).
CUSIP
No. 76674Q 107 |
13D |
Page
1 of 4 |
1 |
NAMES
OF REPORTING PERSONS |
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
127
Capital, LLC |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
☒ |
|
(b) |
☐ |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
|
WC |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
|
☐ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States of America |
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER |
|
|
-0-
shares |
|
|
|
|
8 |
SHARED
VOTING POWER |
|
|
6,917,462 shares1 |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
-0-
shares |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
|
6,917,462 shares1 |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
6,917,462 shares1 |
|
|
|
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
☐ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
7.7%2 |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
OO |
|
|
|
|
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1
Reflects 6,917,462 shares of common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”) of
Rimini Street, Inc. (the “Issuer”).
2
Percentage calculated based on 89,389,000 shares of Common Stock as of October 30, 2023 as disclosed in the Issuer’s Form 10-Q
filed on November 1, 2023 with the Securities and Exchange Commission.
CUSIP
No. 76674Q 107 |
13D |
Page
2 of 4 |
1 |
NAMES
OF REPORTING PERSONS |
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
Clayton
Webb |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
☒ |
|
(b) |
☐ |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
|
PF |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
|
☐ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States of America |
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER |
|
|
-0-
shares |
|
|
|
|
8 |
SHARED
VOTING POWER |
|
|
6,917,462 shares1 |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
-0-
shares |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
|
6,917,462 shares1 |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
6,917,462 shares1 |
|
|
|
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
☐ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
7.7%2 |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
1
Reflects 6,917,462 Shares of Common Stock.
2
Percentage calculated based on 89,389,000 shares of Common Stock as of October 30, 2023 as disclosed in the Issuer’s Form 10-Q
filed on November 1, 2023 with the Securities and Exchange Commission.
Item 1.
Security and Issuer. |
|
This
Schedule 13D relates to the common stock, par value $0.0001 per share, of Rimini Street, Inc., a Delaware corporation (“Rimini”
or the “Issuer”). The principal executive office of the Issuer is located at 1700 S. Pavilion Center Drive, Suite 330 Las
Vegas, NV 89135.
Item 2.
Identity and Background. |
|
| (a) | This
Schedule 13D is being jointly filed by 127 Capital, LLC and Clayton Webb (collectively, the
“Reporting Persons”). Clayton Webb is the sole member of 127 Capital, LLC and
may be deemed to beneficially own the Shares held by it. |
| (b) | The
address of the principal offices of each of the Reporting Persons is 6056 Deloache Avenue,
Dallas, Texas 75225. |
| (c) | 127
Capital, LLC is in the business of investments. The
principal occupation of Clayton Webb is investor. |
| (d) | None
of the Reporting Persons have, and to the best of each Reporting Person’s knowledge,
during the last five years, each of the Reporting Persons has not, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None
of the Reporting Persons have, and to the best of each Reporting Person’s knowledge,
during the last five years, each of the Reporting Persons has not, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activity subject to, federal or state securities laws or finding any violations with respect
to such laws. |
| (f) | 127
Capital, LLC is a Texas limited liability company and Clayton Webb is a United States citizen. |
Item
3. Source and Amount of Funds or Other Consideration. |
|
The
Shares purchased by the Reporting Persons were purchased with the personal funds of Clayton Webb, in open market purchases, and then
contributed to 127 Capital, LLC. The average purchase price of the 6,917,462
Shares beneficially owned by the Reporting Persons is approximately $26,770,578, including brokerage
commissions.
Item 4.
Purpose of Transaction. |
|
The
Reporting Persons acquired the Shares as described in Item 3 of this Statement.
The
Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including
but not limited to the Issuer’s financial position and strategic direction, price levels of Shares, conditions in the securities
markets, and general economic and industry conditions, the Reporting Persons, may take actions with respect to their investment in the
Issuer. These actions include changing their current investment purpose and/or, from time to time, (i) acquiring or causing affiliates
to acquire additional Shares in open market transactions, in privately negotiated transactions or through other methods; (ii) disposing
or causing affiliates to dispose of some or all of the Shares in open market transactions, in privately negotiated transactions or through
other methods; or (iii) continuing to hold or causing affiliates to hold the Shares (or any combination or derivative thereof).
In
addition, the Reporting Persons intend to engage in discussions with members of the Board of Directors of the Issuer, the Issuer’s
management, the Issuer’s other stockholders, potential investors in the Issuer and/or other parties regarding, or take actions
concerning, the Issuer’s business, operations, governance, management, strategy and/or capitalization. These discussions
and/or actions will relate to, and may result in, any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, including
potentially pursuing an acquisition of all of the Shares the Reporting Persons do not already own (a “Transaction”).
In
connection with any potential Transaction, the Reporting Persons may obtain access to due diligence materials from the Issuer, engage
financial and legal advisers, and conduct preliminary discussions with the Issuer. The Reporting Persons have not made a formal proposal
for a buyout Transaction. Any final decision by the Reporting Persons to proceed with a definitive proposal for a buyout Transaction
will be subject to a due diligence review. The Reporting Persons may determine not to pursue a Transaction, and even if the Reporting
Persons do pursue a Transaction, they may be unable to complete a definitive agreement with the Issuer for a Transaction. Except as may
be required under the federal securities laws, the Reporting Person presently expects to make no further public disclosure regarding
a Transaction unless the parties enter into a definitive agreement for a Transaction.
Item 5.
Interest in Securities of the Issuer. |
|
| (a) | The
responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this
Schedule 13D are incorporated by reference. |
| (b) | The
responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this
Schedule 13D are incorporated by reference. |
| (c) | Except
as disclosed elsewhere in this Schedule 13D, the Reporting Persons have not effected any
transactions in the Common Stock in the last 60 days. |
| (d) | No
other person is known to the Reporting Persons to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock covered by this Schedule 13D. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
|
The
information set forth in Items 3, 4 and 5 of this Statement is incorporated by reference into this Item 6.
Item 7.
Material to be Filed as Exhibits. |
|
99.1 Joint
Filing Agreement, dated January 2, 2024.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
January 2, 2024
|
127 CAPITAL, LLC |
|
|
|
|
|
By: |
/s/
Clayton Webb |
|
|
Name: |
Clayton Webb |
|
Title: |
Sole Member |
|
|
|
|
|
|
/s/ Clayton Webb |
|
127 CAPITAL, LLC SC 13D
Exhibit
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares
of Common Stock, $0.0001 par value, of Rimini Street, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.
The
undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness
and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
Date:
January 2, 2024
|
127 CAPITAL, LLC |
|
|
|
|
|
By: |
/s/
Clayton Webb |
|
|
Name: |
Clayton Webb |
|
Title: |
Sole Member |
|
|
|
|
|
|
/s/ Clayton Webb |
|
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