Page 4 of 6 – SEC Filing
This Amendment No. 3 (this Amendment) to the Schedule 13D (the Schedule
13D) is being filed on behalf of MAST Capital Management, LLC, a Delaware limited liability company (MAST Capital), and Mr. David J. Steinberg, the principal of MAST Capital (together with MAST Capital, the
Reporting Persons), relating to 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).
This Amendment relates to Common Stock of the Issuer purchased by Mr. Steinberg directly and by MAST Capital through the accounts of
certain private funds (collectively, the MAST Accounts). MAST Capital serves as the investment manager to the MAST Accounts and may direct the vote and disposition of 1,947,735 shares of Common Stock held by the MAST Accounts. As the
principal of MAST Capital, Mr. Steinberg may direct the vote and disposition of the 1,947,735 shares of Common Stock held by the MAST Accounts.
The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant. The
Schedule 13D is supplementally amended as follows.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 23,199,841 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding as of May 7, 2017, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on May 10, 2017.
MAST Capital, as the investment manager of the MAST Accounts, may be deemed to beneficially own the 1,947,735 shares of Common Stock held by
the MAST Accounts, representing approximately 8.4% of the issued and outstanding shares of Common Stock of the Issuer. The foregoing does not include a warrant to purchase 54,733 shares of Common Stock from the Issuer, which was issued to MAST
Capital on December 9, 2016, as previously described in this Schedule 13D.
Mr. Steinberg directly holds 62,341 shares of Common
Stock. In addition, Mr. Steinberg, as the principal of MAST Capital, may be deemed to beneficially own the 1,947,735 shares of Common Stock which are beneficially owned (or may be deemed to be beneficially owned) by MAST Capital. The total
shares of Common Stock which Mr. Steinberg beneficially owns (or may be deemed to beneficially own) are 2,010,076, representing approximately 8.7% of the issued and outstanding shares of Common Stock of the Issuer. The foregoing does not
include an award of 220,923 performance-based restricted shares of Common Stock granted to Mr. Steinberg on November 3, 2016, which are subject to vesting, as previously described in this Schedule 13D.
MAST Capital and Mr. Steinberg disclaim beneficial ownership of the Common Stock held by the MAST Accounts except to the extent of their
pecuniary interest therein.
(b) MAST Capital and Mr. Steinberg have the shared power to vote and dispose of the Common Stock owned by
the MAST Accounts reported in this Schedule 13D. Mr. Steinberg has the sole power to vote and dispose of the Common Stock directly owned by him reported in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as admission that MAST Capital or Mr. Steinberg is, for the purposes of
Section 13(d) or 13(g) of the Act, or otherwise, the beneficial owner of any of the 1,947,735 shares of Common Stock owned by the MAST Accounts. Pursuant to Rule 13d-4, MAST Capital and Mr. Steinberg disclaim all such beneficial ownership.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by
the MAST Accounts in shares of Common Stock since the last filing of this Schedule 13D, all of which were brokered transactions, are set forth below.
