FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VACHON PHILIP A 		2. Issuer Name and Ticker or Trading Symbol

Great Elm Capital Group, Inc. [ GEC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O GREAT ELM CAPITAL GROUP, INC., 20 FIRST STREET, FIRST FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2016
(Street)

LOS ALTOS, CA 94022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK   6/30/2016     M    6002   A   (3) (4) 30464   (1) D    
COMMON STOCK                  866   I   BY CHILDREN   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Rights     (3) 6/30/2016     M         3001   (3)     (3)   (3) COMMON   3001   (3)   (3) 0   D    
Performance Rights     (4) 6/30/2016     M         3001   (4)     (4)   (4) COMMON   3001   (4)   (4) 0   D    

Explanation of Responses:
( 1)  The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting with respect to all unvested restricted stock units awarded to the Reporting Person on 11/13/2013, 01/24/2014, 04/28/2014, 07/30/2014 and 12/04/2015 effective June 30, 2016.
( 2)  These shares are held in account established for the Reporting Person's children under the Uniform Gifts to Minors Act. The Reporting Person disclaims beneficial ownership with respect to these shares, except to the extent of his pecuniary interest therein.
( 3)  Each performance right represents a contingent right to receive one share of Issuer common stock. The performance rights vest upon Issuer's common stock achieving a market value of $3.00 per share. The Reporting Person was awarded performance rights on these conditions with respect to 13,396 shares on 11/13/2013; 8,599 shares on 01/24/2014; 6,072 shares on 04/28/2014; and 7,945 shares on 07/30/2014 for a total of 36,012 shares. The Issuer underwent a 12:1 reverse stock split on January 6, 2016, resulting in a total of 3,001 shares post-split. The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting and waive the vesting conditions with respect to such performance rights effective June 30, 2016.
( 4)  Each performance right represents a contingent right to receive one share of Issuer common stock. The performance rights vest upon Issuer's common stock achieving a market value of $4.00 per share. The Reporting Person was awarded performance rights on these conditions with respect to 13,396 shares on 11/13/2013; 8,599 shares on 01/24/2014; 6,072 shares on 04/28/2014; and 7,946 shares on 07/30/2014 for a total of 36,013 shares. The Issuer underwent a 12:1 reverse stock split on January 6, 2016, resulting in a total of 3,001 shares post-split. The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting and waive the vesting conditions with respect to such performance rights effective June 30, 2016.

Remarks:
Effective July 05, 2016, the Reporting Person resigned from the Board of Directors of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VACHON PHILIP A
C/O GREAT ELM CAPITAL GROUP, INC.
20 FIRST STREET, FIRST FLOOR
LOS ALTOS, CA 94022 		X



Signatures
/s/ Kathlene Smith as Attorney-in-Fact for Reporting Person 8/10/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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