Ravin Seth A. 4/A
4/A · Rimini Street, Inc. · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Rimini Street (RMNI) 10% Owner Seth Ravin Exercises Awards, Sells Shares
What Happened Seth Ravin (reported as a 10% owner) had 268,455 shares vest and convert on April 3, 2026 (76,338 Restricted Stock Units + 192,117 Earned Performance Units). To cover withholding taxes, automatic "sell-to-cover" transactions disposed of 111,293 shares in open-market sales at $3.35/share, generating $372,820 in proceeds. The filing is an amendment that adds these automatic sell-to-cover sales.
Key Details
- Transaction dates: vesting/conversion on April 3, 2026; sell-to-cover sales were processed over April 7–9, 2026 (amendment filed April 9, 2026).
- Prices and values: two open-market sales (31,650 and 79,643 shares) at $3.35 each; total proceeds $372,820.
- Shares involved: 268,455 shares vested/converted; 111,293 shares sold to cover taxes; net shares retained from this vesting event = 157,162.
- Footnotes: vesting reflects one-third tranches of previously granted RSUs and earned Performance Units (per the 2023 LTIP and 2013 Equity Plan). The sales were automatic sell-to-cover transactions processed by the company’s stock plan administrator; the reporting person did not initiate or time the sales.
- Timeliness: This Form 4 was amended to add the sell-to-cover sales (reported April 9); the amendment notes the reporting person was not informed of the sales until April 9.
Context The derivative entries reflect the conversion/vesting of RSUs and performance units into common stock at no cash cost to the reporting person. The immediate sell-to-cover of a portion of the vested shares to pay tax withholding is routine and does not necessarily signal a personal decision to liquidate beyond tax obligations. As a 10% owner, Ravin’s vesting and sell-to-cover activity is a routine equity compensation event rather than an open-market discretionary sale initiated by the insider.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-04-03+76,338→ 716,664 total - Exercise/Conversion
Common Stock
[F1]2026-04-03+192,117→ 908,781 total - Sale
Common Stock
[F2][F3]2026-04-03$3.35/sh−31,650$106,024→ 877,131 total - Sale
Common Stock
[F2][F4]2026-04-03$3.35/sh−79,643$266,796→ 797,488 total - Exercise/Conversion
Restricted Stock Units
[F5][F6]2026-04-03−76,338→ 0 total→ Common Stock (76,338 underlying) - Exercise/Conversion
Performance Units
[F7][F8]2026-04-03−192,117→ 0 total→ Common Stock (192,117 underlying)
- 10,491,309(indirect: By Trust)
Common Stock
Footnotes (8)
- [F1]Represents one-third of the total 576,335 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated February 28, 2024) under the terms of the Issuer's 2023 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2023 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2023, effective as of February 28, 2024 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2023).
- [F2]The Reporting Person is amending his Form 4 filed April 7, 2026, to add automatic "sell-to-cover" transactions related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Restricted Stock Unit and Performance Unit vesting events. The sales occurred over a three-day period (April 7, 8 and 9) and were processed by the Company's stock plan administrator. The Reporting Person did not initiate the sales and had no control over the timing of the sales. The sales were not reported by the Company's stock plan administrator to the Reporting Person until April 9, 2026.
- [F3]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.
- [F4]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.
- [F5]Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- [F6]On April 3, 2023, the Reporting Person was granted 229,007 Restricted Stock Units, one-third of which vested on April 3, 2024, one-third of which vested on April 3, 2025, and one-third of which vested on April 3, 2026, 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 vesting date.
- [F7]Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- [F8]One-third of the "Earned Performance Units" vested on April 3, 2024, one-third of the "Earned Performance Units" vested on April 3, 2025, and one-third of the "Earned Performance Units" vested on April 3, 2026, 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 vesting date.