SEC Form 4/A · accession 0000899243-17-013353

Great Elm Capital Group, Inc. · GEC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owners

Mast Capital Management, LLC

10% Owner

David J. Steinberg

10% Owner

Period of report

Nov 3, 2016

Accepted (ET)

May 16, 2017 · 4:45 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 Stock^F1	Nov 3, 2016	P$0	220,923	$0.00	A	220,923	D
Common Stock^F2	Dec 30, 2016	P	62,341	$3.29	A	283,264	D
Common Stock^F3,F4,F5	Dec 30, 2016	X	1,195,586	$3.29	A	2,108,178	I	See footnotes
Common Stock^F4,F5,F6	Dec 30, 2016	X	1,104,596	$3.29	A	1,947,735	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant to purchase Common Stock^F5,F7	$0.01	Dec 9, 2016	P	54,733	A	Nov 3, 2021	Nov 3, 2026	Common Stock	54,733	54,733	D
Subscription Right (right to buy)^F3,F4,F5	$3.29	Dec 30, 2016	X	1,195,586	D	Nov 23, 2016	Dec 23, 2016	Common Stock	1,195,586	0	I
Subscription Right (right to buy)^F4,F5,F6	$3.29	Dec 30, 2016	X	1,104,596	D	Nov 23, 2016	Dec 23, 2016	Common Stock	1,104,596	0	I

Explanation of responses

F1Represents restricted shares of 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") held directly by Mr. Steinberg. Such restricted shares are subject to performance-based vesting and time-based vesting. Under the time-based vesting, 20% will vest on November 3, 2017 and thereafter 5% will vest on each February 3, May 3, August 3, and November 3, until fully vested.
F2Represents shares of Common Stock held directly by Mr. Steinberg.
F3On November 23, 2016, the Issuer declared a pro rata dividend of subscription rights to all its stockholders. The reported transaction represents the exercise of such pro rata subscription rights by Mast OC I Master Fund LP, a private investment fund of which MAST Capital is the investment manager.
F4As the investment advisor of the private investment funds disclosed herein (collectively, the "MAST Accounts"), MAST Capital may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Accounts. MAST Capital also has the right to an asset-based fee relating to the MAST Accounts. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.
F5Mr. Steinberg may also be deemed to beneficially own the shares of Common Stock beneficially owned (or deemed to be beneficially owned) by MAST Capital Management, LLC ("MAST Capital"), as he is the principal of MAST Capital. Pursuant to Rule 16a-1, Mr. Steinberg disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
F6On November 23, 2016, the Issuer declared a pro rata dividend of subscription rights to all its stockholders. The reported transaction represents the exercise of such pro rata subscription rights by Mast Admiral Master Fund LP, a private investment fund of which MAST Capital is the investment manager.
F7Represents a warrant for Common Stock held directly by MAST Capital. The warrant is exercisable from the earlier of (i) the date when certain performance-based metrics are met and (ii) November 3, 2021. The number of shares of Common Stock underlying the Warrant shall be reduced on a proportionate basis, based on the actual achievement of such metric.