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

This Amendment No. 2 (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 4,055,913 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 4,055,913 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 3.

Source and Amount of Funds

As of April 20, 2017, (i) the MAST Accounts had invested approximately $26,180,828 in the Common Stock of the Issuer held in the MAST Accounts and (ii) Mr. Steinberg had invested approximately $204,790 in the Common Stock of the Issuer held directly by Mr. Steinberg (in each case, inclusive of brokerage commissions). The source of these funds was the working capital of the MAST Accounts and the personal funds of Mr. Steinberg, respectively.

Item 4.

Purpose of the Transaction

On April 14, 2017, the board of directors of the Issuer (the “Board”) elected Matthew Drapkin to serve as a member of the Board, pursuant to Indaba Capital Fund, L.P.’s right to designate an additional 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 “Additional Designation Right”). Indaba Capital Fund, L.P. subsequently assigned the Additional Designation Right to certain funds managed by MAST Capital (including the MAST Accounts) and as a result of the assignment of the Additional Designation Right, Mr. Drapkin was designated by such funds.

Also, the Reporting Persons have engaged in discussions with officers of the Issuer and members of the Board regarding the Issuer, including, but not limited to, discussions regarding additional Board representation, the Issuer’s strategy, capitalization, ownership structure, operations, and governance structure and the ongoing relationship between the Reporting Persons and the Issuer and its subsidiaries.  Based on such discussions with the Issuer and subject to other relevant factors, the Reporting Persons may nominate or recommend candidates to serve on the Board and/or remove and replace its existing designees; have discussions with other shareholders and potential nominees to the Board; make additional proposals to the Issuer concerning the foregoing and/or the governance documents of the Issuer; or change their intention with respect to any and all matters referred to in this Item 4.

On November 3, 2016, Mr. Steinberg was appointed as a Senior Advisor of Great Elm Capital Management, Inc. (“GECM”), a wholly-owned subsidiary of the Issuer.

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 23,193,131 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of February 7, 2017, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on February 14, 2017.