4/A: Rimini Street EVP Michael Perica Amends Form 4 to Disclose Sell-to-Cover Transactions
SEC Form 4/A (Amendment)
Michael L. Perica, EVP & CFO of Rimini Street, files an amendment to his Form 4 to include automatic sell-to-cover transactions related to tax obligations from vesting Restricted Stock Units and Performance Units.
Summary
- Michael L. Perica, the EVP & CFO of Rimini Street, filed an amended Form 4 on April 8, 2025, to report changes in beneficial ownership.
- The amendment addresses the omission of automatic 'sell-to-cover' transactions related to withholding tax obligations associated with the vesting of Restricted Stock Units (RSUs) and Performance Units.
- These sales occurred over a three-day period (April 3, 6 and 7, 2025) and were processed by the Company's stock plan administrator.
- Perica did not initiate the sales and had no control over the timing.
- On April 3, 2025, 16,963 RSUs vested, and 51,229 Performance Units vested.
- Sell-to-cover transactions resulted in the sale of 7,254 shares at $3.1856 related to RSUs and 21,895 shares at $3.1856 related to Performance Units.
- Following these transactions, Perica directly owns 176,171 shares of common stock after the RSU sell-to-cover and 205,505 shares of common stock after the performance unit sell-to-cover.
- He also owns 16,964 Restricted Stock Units and 51,232 Performance Units.
Sentiment
Score: 5
Explanation: This is a routine filing related to stock transactions by an executive. It doesn't inherently indicate positive or negative sentiment, but rather reflects standard compensation practices and regulatory compliance.
Future Outlook
The remaining one-third of the Restricted Stock Units and Earned Performance Units will vest on April 3, 2026, contingent upon the Reporting Person's continued service.
Industry Context
Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, providing transparency to investors.
Comparison to Industry Standards
- Sell-to-cover transactions are a common method for employees to manage tax obligations upon the vesting of equity awards, aligning with standard practices at companies like Salesforce (CRM) and Workday (WDAY).
- The vesting schedules of one-third per year for RSUs and performance units are typical in the tech industry, similar to equity grants at Oracle (ORCL) and SAP (SAP).
Stakeholder Impact
- Shareholders are informed about changes in insider ownership, promoting transparency.
- Employees are impacted through the vesting of equity awards and associated tax obligations.
Key Dates
| Date | Description |
|---|---|
| 03/01/2024 | Date of original Form 4 reporting Earned Performance Units |
| 02/28/2024 | Date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2023 |
| 04/03/2023 | Reporting Person was granted 50,890 Restricted Stock Units |
| 04/03/2024 | One-third of Restricted Stock Units vested |
| 04/03/2024 | One-third of Earned Performance Units vested |
| 04/03/2025 | Date of transaction involving common stock, restricted stock units, and performance units |
| 04/03/2025 | One-third of Restricted Stock Units vested |
| 04/03/2025 | One-third of Earned Performance Units vested |
| 04/07/2025 | Date of original Form 4 filing |
| 04/08/2025 | Date of amended Form 4 filing |
Keywords
Form 4, Rimini Street, Michael Perica, Sell-to-Cover, Restricted Stock Units, Performance Units, Beneficial Ownership, Amendment, Tax Withholding
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