FORM 4
[ ] 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 *

Mast Capital Management, LLC
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)

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

200 CLARENDON STREET, 51ST FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/3/2016
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

4/20/2017 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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   11/3/2016     P    220923   A $0.00   220923   D   (1)  
Common Stock   12/30/2016     P    62341   A $3.29   283264   D   (2)  
Common Stock   12/30/2016     X    1195586   A $3.29   2108178   I   See footnotes   (3) (4) (5)
Common Stock   12/30/2016     X    1104596   A $3.29   1947735   I   See footnotes   (4) (5) (6)

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
Warrant to purchase Common Stock   $0.01   12/9/2016     P      54733       11/3/2021   11/3/2026   Common Stock   54733   $0.00   54733   D   (5) (7)  
Subscription Right (right to buy)   $3.29   12/30/2016     X         1195586    11/23/2016   12/23/2016   Common Stock   1195586   $0.00   0   I   See footnotes   (3) (4) (5)
Subscription Right (right to buy)   $3.29   12/30/2016     X         1104596    11/23/2016   12/23/2016   Common Stock   1104596   $0.00   0   I   See footnotes   (4) (5) (6)

Explanation of Responses:
(1)  Represents restricted shares of Common Stock, $0.001 Par Value (the "Common Stock"), of Great Elm Capital Group, Inc., a Delaware corporation (f/k/a Unwired Planet, Inc.) (the "Issuer") held directly by Mr. Steinberg. Such restricted shares are subject to performance-based vesting and time-based vesting. Under the time-based vesting, 20% will vest on November 3, 2017 and thereafter 5% will vest on each February 3, May 3, August 3, and November 3, until fully vested.
(2)  Represents shares of Common Stock held directly by Mr. Steinberg.
(3)  On November 23, 2016, the Issuer declared a pro rata dividend of subscription rights to all its stockholders. The reported transaction represents the exercise of such pro rata subscription rights by Mast OC I Master Fund LP, a private investment fund of which MAST Capital is the investment manager.
(4)  As the investment advisor of the private investment funds disclosed herein (collectively, the "MAST Accounts"), MAST Capital may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Accounts. MAST Capital also has the right to an asset-based fee relating to the MAST Accounts. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.
(5)  Mr. Steinberg may also be deemed to beneficially own the shares of Common Stock beneficially owned (or deemed to be beneficially owned) by MAST Capital Management, LLC ("MAST Capital"), as he is the principal of MAST Capital. Pursuant to Rule 16a-1, Mr. Steinberg disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
(6)  On November 23, 2016, the Issuer declared a pro rata dividend of subscription rights to all its stockholders. The reported transaction represents the exercise of such pro rata subscription rights by Mast Admiral Master Fund LP, a private investment fund of which MAST Capital is the investment manager.
(7)  Represents a warrant for Common Stock held directly by MAST Capital. The warrant is exercisable from the earlier of (i) the date when certain performance-based metrics are met and (ii) November 3, 2021. The number of shares of Common Stock underlying the Warrant shall be reduced on a proportionate basis, based on the actual achievement of such metric.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mast Capital Management, LLC
200 CLARENDON STREET
51ST FLOOR
BOSTON, MA 02116

X

Steinberg David J.
200 CLARENDON STREET
51ST FLOOR
BOSTON, MA 02116

X


Signatures
MAST CAPITAL MANAGEMENT, LLC, By: /s/ David J. Steinberg, Name: David J. Steinberg, Title: Authorized Signatory 5/16/2017
** Signature of Reporting Person Date

/s/ David J. Steinberg 5/16/2017
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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