SEC Form 4 · accession 0001140361-15-021600
Great Elm Capital Group, Inc. · GEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 20, 2015 | D | 54,878 | $0.00 | D | 12,068,780 | I | See Footnote |
Table II — derivative securities
Explanation of responses
- F1On May 20, 2015, Andrew Dodge resigned his position as a director on the board of directors (the "Board") of Unwired Planet, Inc. (the "Issuer"). As a result of Mr. Dodge's resignation, 54,878 shares of restricted stock that were awarded as an annual director retainer that would have vested in full on November 3, 2015, contingent upon Mr. Dodge's continued service as a member of the Board, were forfeited to the Issuer. Mr. Dodge, a member of Indaba Partners, LLC ("Indaba Partners"), the general partner of Indaba Capital Fund, L.P. ("Indaba Capital"), and a limited partner of Indaba Capital Management, L.P. ("Indaba Capital Management"), the investment manager of Indaba Capital, was designated to serve on the Board by Indaba Capital.
- F2Due to the policies of Indaba Capital Management, Mr. Dodge was deemed to hold the shares of restricted stock awarded for the benefit of Indaba Capital and would have either transferred the shares of restricted stock to Indaba Capital upon vesting without consideration or transferred the proceeds of any sale of the restricted stock, less any amounts needed to cover tax obligations, to Indaba Capital. Indaba Capital and certain of its affiliates may have been deemed to have been the indirect beneficial owners of the shares of restricted stock reported herein.
- F3Indaba Capital directly holds 12,068,780 shares of the Issuer's common stock. Such shares of common stock directly held by Indaba Capital may be deemed to be indirectly beneficially owned by (a) Indaba Capital Management, by virtue of its role as the investment manager of Indaba Capital, (b) Indaba Partners, by virtue of its role as the general partner of Indaba Capital, (c) IC GP, LLC, by virtue of its role as general partner of Indaba Capital Management, and (d) Derek C. Schrier as the Managing Member of IC GP, LLC and the Senior Managing Member of Indaba Partners. Each Reporting Person hereby disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks
Andrew Dodge was designated to serve on the board of directors of Unwired Planet, Inc. (the "Issuer") by Indaba Capital Fund, L.P. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Each reporting person hereby disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that any reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Act or for any other purpose.