SEC Form 4 · accession 0001209191-15-010096
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 | Feb 3, 2015 | A | 54,878 | $0.00 | A | 12,123,658 | I | See Footnote |
Table II — derivative securities
Explanation of responses
- F1Andrew Dodge, a director on the board of directors (the "Board") of Unwired Planet, Inc. (the "Issuer"), was awarded restricted stock units that vest in full on November 3, 2015, contingent upon continued service as a member of the board of directors of the Issuer. The grant of restricted stock represents the annual retainer previously made to the Issuer's other directors on November 3, 2014. 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. (Continued in Footnote 2)
- F2Due to the policies of Indaba Capital Management, Mr. Dodge is deemed to hold the shares of restricted stock awarded for the benefit of Indaba Capital and will either transfer the shares of restricted stock to Indaba Capital upon vesting without consideration or transfer 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 be deemed to be 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. The shares of restricted stock reported herein and the 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. (Continued in Footnote 4)
- 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. 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.