13D Filing: MAST Capital and Great Elm Capital Group Inc. (GEC)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE
13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Great Elm
Capital Group, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

39036P209

(CUSIP Number)

MAST Capital Management, LLC

200 Clarendon Street, 51^st Floor

Boston, MA 02116

(617)
375-3000

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

May 23, 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 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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CUSIP No. 39036P209

1		NAME OF REPORTING PERSONS MAST Capital Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF/OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER 0
				8		SHARED VOTING POWER 1,947,735
				9		SOLE DISPOSITIVE POWER 0
				10		SHARED DISPOSITIVE POWER 1,947,735
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,947,735
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%
14		TYPE OF REPORTING PERSON IA, OO

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CUSIP No. 39036P209

1		NAME OF REPORTING PERSONS David J. Steinberg
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF/OO/PF
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 62,341
				8		SHARED VOTING POWER 1,947,735
				9		SOLE DISPOSITIVE POWER 62,341
				10		SHARED DISPOSITIVE POWER 1,947,735
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,010,076
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
14		TYPE OF REPORTING PERSON HC, IN

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This Amendment No. 4 (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 4. Purpose of the Transaction

Peter Reed served on the Issuers Board of Directors (the Board) pursuant to Indaba Capital Fund, L.P.s right to
designate, remove and replace an initial investor director (the Initial Investor Director) to the Board granted under the Securities Purchase Agreement dated as of June 28, 2013 by and between the Issuer and Indaba Capital Fund,
L.P. (the Initial Director Rights). Indaba Capital Fund, L.P. subsequently assigned the Initial Director Rights to certain funds managed by MAST Capital (including the MAST Account).

On May 23, 2017, MAST Capital and certain funds managed by MAST Capital (including the MAST Account) provided notice to the Issuer and
Mr. Reed that such funds were exercising the Initial Director Rights to remove Mr. Reed as the Initial Investor Director on the Board and directing Mr. Reed to resign as the Initial Investor Director, in each case, effective
immediately.

On May 24, 2017, Mr. Reed provided a notice to the Chairman of the Board (and copied MAST Capital) whereby Mr.
Reed resigned as the Initial Investor Director effective immediately and stated that he was prepared to continue to serve as a member of the Board as may be determined by the Board.

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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: May 25, 2017