SEC Form 4 · accession 0000899243-16-026741
Great Elm Capital Group, Inc. · GEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip A Vachon
Director
Period of report
Jun 30, 2016
Accepted (ET)
Aug 10, 2016 · 4:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082506
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF3,F4,F1 | Jun 30, 2016 | M | 6,002 | — | A | 30,464 | D | |
| COMMON STOCKF2 | holding | — | — | — | 866 | I | BY CHILDREN |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF3 | — | Jun 30, 2016 | M | 3,001 | D | — | — | COMMON | 3,001 | 0 | D |
| Performance RightsF4 | — | Jun 30, 2016 | M | 3,001 | D | — | — | COMMON | 3,001 | 0 | D |
Explanation of responses
- F1The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting with respect to all unvested restricted stock units awarded to the Reporting Person on 11/13/2013, 01/24/2014, 04/28/2014, 07/30/2014 and 12/04/2015 effective June 30, 2016.
- F2These shares are held in account established for the Reporting Person's children under the Uniform Gifts to Minors Act. The Reporting Person disclaims beneficial ownership with respect to these shares, except to the extent of his pecuniary interest therein.
- F3Each performance right represents a contingent right to receive one share of Issuer common stock. The performance rights vest upon Issuer's common stock achieving a market value of $3.00 per share. The Reporting Person was awarded performance rights on these conditions with respect to 13,396 shares on 11/13/2013; 8,599 shares on 01/24/2014; 6,072 shares on 04/28/2014; and 7,945 shares on 07/30/2014 for a total of 36,012 shares. The Issuer underwent a 12:1 reverse stock split on January 6, 2016, resulting in a total of 3,001 shares post-split. The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting and waive the vesting conditions with respect to such performance rights effective June 30, 2016.
- F4Each performance right represents a contingent right to receive one share of Issuer common stock. The performance rights vest upon Issuer's common stock achieving a market value of $4.00 per share. The Reporting Person was awarded performance rights on these conditions with respect to 13,396 shares on 11/13/2013; 8,599 shares on 01/24/2014; 6,072 shares on 04/28/2014; and 7,946 shares on 07/30/2014 for a total of 36,013 shares. The Issuer underwent a 12:1 reverse stock split on January 6, 2016, resulting in a total of 3,001 shares post-split. The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting and waive the vesting conditions with respect to such performance rights effective June 30, 2016.
Remarks
Effective July 05, 2016, the Reporting Person resigned from the Board of Directors of the Issuer.