SEC Form 4 · accession 0000899243-18-028634
Great Elm Capital Group, Inc. · GEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew A Drapkin
Director
Period of report
Nov 7, 2018
Accepted (ET)
Nov 9, 2018 · 9:35 pm EST
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 StockF1 | Nov 7, 2018 | A | 10,887 | $0.00 | A | 30,118 | D | |
| Common StockF2 | Nov 7, 2018 | A | 19,673 | $0.00 | A | 49,791 | D | |
| Common StockF3,F5 | holding | — | — | — | 1,266,000 | I | See Footnote | |
| Common StockF4,F5 | holding | — | — | — | 1,136,792 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person was awarded restricted shares that fully vested on November 7, 2018.
- F2The Reporting Person was awarded restricted shares that vest commencing November 1, 2018, with one-twelfth vesting each monthly anniversary of such date, contingent upon continued service as a member of the board of directors of Great Elm Capital Group, Inc. ("GEC").
- F3Represents shares of common stock purchased by Northern Right Capital Management, L.P., a Texas limited partnership ("Northern Right Management"), on behalf of a separate managed account on behalf of an investment advisory client (the "Managed Account") pursuant to the exercise of a warrant issued by GEC to Northern Right Management on September 18, 2017.
- F4Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").
- F5As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the shares of common stock held by Northern Right QP. As the investment manager of the Managed Account, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Account. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA") may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, Mr. Drapkin may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA. Mr. Drapkin disclaims such beneficial ownership of the 2,402,792 shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.
Remarks
Exhibit 24 - Power of Attorney