SEC Form 4 · accession 0001140361-15-022698
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,F4 | May 29, 2015 | S | 5,500,000 | $0.8829 | D | 6,568,780 | I | See Footnote |
Table II — derivative securities
Explanation of responses
- F1On May 29, 2015, pursuant to that Securities Purchase Agreement (the "Purchase Agreement") between Indaba Capital Fund, L.P. ("Indaba Capital") and certain funds managed by MAST Capital Management, LLC (the "Buyer"), dated as of May 21, 2015, Indaba Capital sold to the Buyer (i) 5,500,000 shares of common stock of Unwired Planet, Inc. (the "Issuer") held by Indaba Capital at a price per share equal to $0.8829, and (ii) senior secured notes due 2018 (the "Notes") issued by the Issuer pursuant to an Indenture dated as of June 28, 2014 (as amended from time to time, the "Indenture") with an aggregate Note Balance (as defined in the Indenture) of $31,228,492, for a purchase price that is 109.65625% of the then current aggregate Note Balance, plus the amount of interest accrued but unpaid through the date that is the earlier of
- F2(i) consummation of the Note Transaction (as defined in the Purchase Agreement) in accordance with the terms of the Purchase Agreement and (ii) 20 business days following the date of the Purchase Agreement, determined as if the interest on the Notes were payable in cash rather than as a PIK Payment (as defined in the Indenture).
- F3Indaba Capital directly holds 6,568,780 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, L.P. ("Indaba Capital Management") by virtue of its role as the investment manager of Indaba Capital, (b) Indaba Partners, LLC ("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.
- F4Each 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., but resigned his position as a director on May 20, 2015. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), the reporting persons were deemed directors by deputization by virtue of their representation on the board of directors of the Issuer, but are no longer deemed directors by deputization as they no longer have representation on the board of directors of the Issuer. Each reporting person hereby disclaims beneficial ownership of the securities reported herein 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.