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13D Filing: Becker Drapkin Management and Great Elm Capital Group Inc. (GEC)

Great Elm Capital Group, Inc. (NASDAQ:GEC): Matthew Drapkin And Steven R. Becker’s Becker Drapkin Management filed an amended 13D.

You can check out Becker Drapkin Management’s latest holdings and filings here.

Please follow Becker Drapkin Management (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Becker Drapkin Management or update its stock holdings.

Matthew Drapkin And Steven R. Becker
Matthew Drapkin And Steven R. Becker
Becker Drapkin Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Northern Right Capital Management 1,266,000 1,136,792 1,266,000 1,136,792 2,402,792 9.5%
Northern Right Capital (QP) 1,136,792 0 1,136,792 0 1,136,792 4.5%
BC Advisors 0 2,402,792 0 2,402,792 2,402,792 9.5%
Matthew A. Drapkin 0 2,402,792 0 2,402,792 2,402,792 9.5%
Matthew Drapkin And Steven R. Becker
Matthew Drapkin And Steven R. Becker
Becker Drapkin Management

Page 1 of 10 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Great Elm
Capital Group, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

39036P209

(CUSIP Number)

Northern Right Capital Management, L.P.

Attn: Matthew A. Drapkin

10 Corbin Drive

3rd Floor

Darien, Connecticut 06820

(203) 951-5440

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 18, 2017

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

* The remainder of this cover page shall be filled out for a reporting persons 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).

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Page 2 of 10 – SEC Filing


CUSIP No. 39036P209

  1

NAME OF
REPORTING PERSONS

Northern Right Capital Management, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

OO

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

1,266,000

  8

SHARED VOTING POWER

1,136,792

  9

SOLE DISPOSITIVE POWER

1,266,000

10

SHARED DISPOSITIVE POWER

1,136,792

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,402,792

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

9.5%

14

TYPE OF REPORTING PERSON

IA, PN

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Page 3 of 10 – SEC Filing


CUSIP No. 39036P209

  1

NAME OF
REPORTING PERSONS

Northern Right Capital (QP), L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

WC

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

1,136,792

  8

SHARED VOTING POWER

0

  9

SOLE DISPOSITIVE POWER

1,136,792

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,136,792

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

4.5%

14

TYPE OF REPORTING PERSON

PN

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Page 4 of 10 – SEC Filing


CUSIP No. 39036P209

  1

NAME OF
REPORTING PERSONS

BC Advisors, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

OO

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

2,402,792

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,402,792

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,402,792

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

9.5%

14

TYPE OF REPORTING PERSON

IA, OO

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Page 5 of 10 – SEC Filing


CUSIP No. 39036P209

  1

NAME OF
REPORTING PERSONS

Matthew A. Drapkin

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

OO

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

2,402,792

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,402,792

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,402,792

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

9.5%

14

TYPE OF REPORTING PERSON

IN

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Page 6 of 10 – SEC Filing


Item 1. Interest in Securities of the Issuer

This statement on Schedule 13D (this Statement) relates to the common stock, $0.001 Par Value (the Common Stock), of
Great Elm Capital Group, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 800 South Street, Suite 230, Waltham, MA 02453.

Item 2. Identity and Background

(a) This Statement is filed jointly on behalf of the following persons (collectively, the Reporting Persons): Northern Right
Capital Management, L.P., a Texas limited partnership (Northern Right Management); Northern Right Capital (QP), L.P., a Texas limited partnership (Northern Right QP); BC Advisors, LLC, a Texas limited liability company
(BCA); and Matthew A. Drapkin. The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1 and incorporated herein by reference (the
Joint Filing Agreement).

Mr. Drapkin is a member of BCA, and BCA is the general partner of Northern Right Management.
Mr. Drapkin is also a limited partner of Northern Right Management. Northern Right Management is the general partner of, and investment manager for, Northern Right QP.

(b) The business address of the Reporting Persons is 10 Corbin Drive, 3rd Floor, Darien, CT 06820.

(c) The present principal occupation of Mr. Drapkin is serving as a managing member of BCA. The principal business of BCA is serving as
the general partner of Northern Right Management. The principal business of Northern Right Management is serving as the general partner of, and investment manager for Northern Right QP and other investment funds and managed accounts. The principal
business of Northern Right QP is acquiring and holding securities for investment purposes.

(d) None of the Reporting Persons have, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the
Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Drapkin is a citizen of the United States of America. The place of organization of all other Reporting Persons is listed in
paragraph (a) of this Item 2.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons expended an aggregate amount equal to $3,819,621.12 (including commissions) to purchase 1,136,792 shares of Common Stock.
Funds used to purchase the reported securities have come from the working capital of Northern Right QP, which may, at any given time, include margin loans made by brokerage firms or banks in the ordinary course of business.

In addition, the Issuer granted the Warrant (as defined in Item 5(a), (b) below) to the Reporting Persons in exchange for certain non-financial consideration.

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Page 7 of 10 – SEC Filing


Item 4. Purpose of Transaction

(a)(j) The Reporting Persons acquired the shares of Common Stock reported in this Statement based on their belief that such shares, when
acquired, represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and in connection therewith, may discuss with the Issuer ways in which shareholder value may be
increased, which may include discussions regarding the assets, business, strategy, financial condition and/or operations of the Issuer.

Subject to applicable law and regulations and, depending upon certain factors, including general market and investment conditions, the
financial performance and strategic direction of the Issuer, and the availability of shares of Common Stock at prices that would make the purchase of such shares desirable, the Reporting Persons may increase their position in the Issuer through, the
exercise of the Warrant, the purchase of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons deem advisable. In addition, the Reporting Persons may, from time to
time and at any time, acquire other equity, debt, notes, instruments or other securities of the Issuer (collectively with the Common Stock, Securities) in the open market or otherwise. The Reporting Persons reserve the right in the
future to dispose of any or all of their Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities.

Based on the above discussions with the Issuer and subject to the factors described above, the Reporting Persons may nominate or recommend
candidates to serve on the board of directors of the Issuer (the Board); have discussions with other shareholders and potential nominees to the Board; make additional proposals to the Issuer concerning changes to the strategy,
capitalization, ownership structure, operations, governance structure or Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Issuer; or change their intention with respect to any and all matters referred to in
this Item 4.

On April 14, 2017, Mr. Drapkin was elected to the Board; Mr. Drapkin was elected to the Board pursuant to the
appointment rights of certain funds managed by MAST Capital Management, LLC.

No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a)-(j) or Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.

Item 5. Interest in Securities of the Issuer

(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 2,402,792 shares of Common Stock, which represent
approximately 9.5% of the outstanding shares of Common Stock.1 The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 25,405,631 shares of Common
Stock outstanding, which is derived by adding (i) 24,139,631 shares of Common Stock outstanding as of September 1, 2017, as reported in the Issuers Form 10-K filed with the Securities and Exchange
Commission on September 19, 2017, and (ii) 1,266,000 shares of Common Stock which are issuable upon exercise of the Warrant.

1 Excludes 19,231 restricted stock units, which (i) were issued to Mr. Drapkin on May 18, 2017, in consideration of his service on the Board, (ii) are currently unvested and will not vest within 60
days of the date of this Statement and (iii) will vest in full on April 14, 2018, contingent upon continued service of Mr. Drapkin as a member of the Board.

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Page 8 of 10 – SEC Filing


Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the
power to dispose or direct the disposition of) 1,136,792 shares of Common Stock (the QP Shares), which represent approximately 4.5% of the outstanding shares of Common Stock.

On September 18, 2017 (the Issuance Date), the Issuer issued to Northern Right Management a warrant (the
Warrant), whereby Northern Right Management or not more than five of its affiliated funds or managed accounts has the right to purchase up to 1,266,000 shares of the Common Stock; provided, that Northern Right Management (or such a
designee) may not purchase Common Stock pursuant to the Warrant if such purchase would result in the Reporting Persons beneficially owning more than 9.9% of the outstanding Common Stock. As of the date hereof, all 1,266,000 shares of Common Stock
could be issuable upon exercise of the Warrant in compliance with such limitation. The Warrant is exercisable from the date that is ten (10) trading days following the Issuance Date up to and until the expiration of the one-year anniversary of the Issuance Date. The exercise price for the Warrant is the simple average of the Weighted Average Price (as defined in the Warrant) of the Common Stock on the principal securities market on
which the Common Stock is then traded for the ten (10) consecutive trading days ending on and including the trading day immediately prior to the date of the notice of exercise of the Warrant. The foregoing description of the Warrant is
qualified in its entirety by reference to the full text of the Warrant, which is attached as Exhibit 99.2 hereto and incorporated by reference herein.

Northern Right Management, as the holder of the Warrant, may be deemed to beneficially own and have the power to vote or to direct the vote of
(and the power to dispose or direct the disposition of) the 1,266,000 shares of Common Stock issuable pursuant to the Warrant, which represent approximately 5.0% of the outstanding shares of Common Stock. In addition, as general partner of Northern
Right QP, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the QP Shares. Northern Right Management disclaims beneficial ownership of the QP
Shares.

BCA, as general partner of Northern Right Management, may be deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by Northern Right Management; BCA disclaims beneficial ownership of such shares, except to the extent of its
pecuniary interest therein.

Mr. Drapkin, as managing member of BCA, may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by BCA; Mr. Drapkin disclaims beneficial ownership of such shares, except to the extent of his
pecuniary interest therein.

As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock other than those set
forth in this Item 5.

(c) On the Issuance Date, the Issuer issued the Warrant to Northern Right Management (in the amount set forth
in Item 5(a), (b)).

(d) No person other than the Reporting Persons has 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 reported herein.

(e) Not applicable.

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Page 9 of 10 – SEC Filing


Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer

On September 25, 2017, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to
the joint filing on behalf of each of them of this Statement with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 99.1.

Reference is made to the Warrant as described above under Item 5(a), (b) and attached hereto as Exhibit 99.2.

On September 18, 2017, the Issuer and Northern Right Management entered into a Share Registration Agreement (the Share Registration
Agreement) pursuant to which the Issuer granted to Northern Right Management demand registration rights exercisable following the first anniversary of the Issuance Date and piggy-back registration rights, in each case, with respect to the
shares of Common Stock issued as a result of the exercise of the Warrant. This description of the Share Registration Agreement is qualified in its entirety by reference to the full text of the Share Registration Agreement, which is attached as
Exhibit 99.3 hereto and incorporated by reference herein.

Except for the matters described herein, no Reporting Person has any contract,
arrangement, understanding or relationship with any person with respect to any securities of the Issuer.

Item 7. Materials to be Filed as
Exhibits

Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons, dated September 25, 2017.

Exhibit 99.2 Warrant issued to Northern Right Management by the Issuer, dated September 18, 2017.

Exhibit 99.3 Share Registration Agreement by and between Issuer and Northern Right Management, dated September 18, 2017.

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Page 10 of 10 – SEC Filing


SIGNATURES

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.

Dated: September 25, 2017

NORTHERN RIGHT CAPITAL MANAGEMENT, L.P.
By: BC Advisors, LLC, its general partner
By:

/s/ Matthew A. Drapkin

Name: Matthew A. Drapkin
Title:   Managing Member
NORTHERN RIGHT CAPITAL (QP), L.P.
By: Northern Right Capital Management, L.P., its general partner
By: BC Advisors, LLC, its general partner
By:

/s/ Matthew A. Drapkin

Name: Matthew A. Drapkin
Title:   Managing Member
BC ADVISORS, LLC
By:

/s/ Matthew A. Drapkin

Name: Matthew A. Drapkin
Title:   Managing Member

/s/ Matthew A. Drapkin

Matthew A. Drapkin
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