Filing Details

Accession Number:
0000899243-17-013353
Form Type:
4/A
Zero Holdings:
No
Publication Time:
2017-05-16 16:45:05
Reporting Period:
2016-11-03
Filing Date:
2017-05-16
Accepted Time:
2017-05-16 16:45:05
Original Submission Date:
2017-04-20
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1082506 Great Elm Capital Group Inc. GEC Services-Prepackaged Software (7372) 943219054
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1429074 Mast Capital Management, Llc 200 Clarendon Street
51St Floor
Boston MA 02116
No No Yes No
1429076 J. David Steinberg 200 Clarendon Street
51St Floor
Boston MA 02116
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2016-11-03 220,923 $0.00 220,923 No 4 P Direct
Common Stock Acquisiton 2016-12-30 62,341 $3.29 283,264 No 4 P Direct
Common Stock Acquisiton 2016-12-30 1,195,586 $3.29 2,108,178 No 4 X Indirect See footnotes
Common Stock Acquisiton 2016-12-30 1,104,596 $3.29 1,947,735 No 4 X Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Direct
No 4 X Indirect See footnotes
No 4 X Indirect See footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Warrant to purchase Common Stock Acquisiton 2016-12-09 54,733 $0.00 54,733 $0.01
Common Stock Subscription Right (right to buy) Disposition 2016-12-30 1,195,586 $0.00 1,195,586 $3.29
Common Stock Subscription Right (right to buy) Disposition 2016-12-30 1,104,596 $0.00 1,104,596 $3.29
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
54,733 2021-11-03 2026-11-03 No 4 P Direct
0 2016-11-23 2016-12-23 No 4 X Indirect
0 2016-11-23 2016-12-23 No 4 X Indirect
Footnotes
  1. Represents restricted shares of Common Stock, $0.001 Par Value (the "Common Stock"), of Great Elm Capital Group, Inc., a Delaware corporation (f/k/a Unwired Planet, Inc.) (the "Issuer") held directly by Mr. Steinberg. Such restricted shares are subject to performance-based vesting and time-based vesting. Under the time-based vesting, 20% will vest on November 3, 2017 and thereafter 5% will vest on each February 3, May 3, August 3, and November 3, until fully vested.
  2. Represents shares of Common Stock held directly by Mr. Steinberg.
  3. On November 23, 2016, the Issuer declared a pro rata dividend of subscription rights to all its stockholders. The reported transaction represents the exercise of such pro rata subscription rights by Mast OC I Master Fund LP, a private investment fund of which MAST Capital is the investment manager.
  4. As the investment advisor of the private investment funds disclosed herein (collectively, the "MAST Accounts"), MAST Capital may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Accounts. MAST Capital also has the right to an asset-based fee relating to the MAST Accounts. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.
  5. Mr. Steinberg may also be deemed to beneficially own the shares of Common Stock beneficially owned (or deemed to be beneficially owned) by MAST Capital Management, LLC ("MAST Capital"), as he is the principal of MAST Capital. Pursuant to Rule 16a-1, Mr. Steinberg disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
  6. On November 23, 2016, the Issuer declared a pro rata dividend of subscription rights to all its stockholders. The reported transaction represents the exercise of such pro rata subscription rights by Mast Admiral Master Fund LP, a private investment fund of which MAST Capital is the investment manager.
  7. Represents a warrant for Common Stock held directly by MAST Capital. The warrant is exercisable from the earlier of (i) the date when certain performance-based metrics are met and (ii) November 3, 2021. The number of shares of Common Stock underlying the Warrant shall be reduced on a proportionate basis, based on the actual achievement of such metric.