Amended Statement of Beneficial Ownership (3/a)
October 16 2017 - 4:45PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Kleinman Adam M
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/18/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Great Elm Capital Group, Inc. [GEC]
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(Last)
(First)
(Middle)
C/O GREAT ELM CAPITAL CORP., 800 SOUTH STREET, SUITE 230
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
See Remarks /
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(Street)
WALTHAM, MA 02453
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
9/25/2017
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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12258
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D
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Performance Shares of Common Stock
(1)
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220923
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Vesting of these performance shares subject to pre-established performance goals over a period ending November 2021.
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Remarks:
General Counsel and Chief Operating Officer of Great Elm Capital Management, Inc.
This amendment corrects the prior filing with respect to 21,761 shares of the Issuer which were previously reported in error as indirectly beneficially owned by Mr. Kleinman. Mr. Kleinman was one of five members of the investment committee for funds managed by MAST Capital Management, LLC ("MAST") that owned these shares. However, Mr. Kleinman, in his capacity as a partner of MAST and a member of its investment committee until September 18, 2017, did not have voting and dispositive power over these shares given that investment committee decisions were made by a majority vote. As such, Mr. Kleinman did not at any time have beneficial ownership over these shares. Additionally, from and after September 18, 2017, Mr. Kleinman is no longer a partner of MAST or a member of its investment committee and has no involvement in MAST's investment decisions with respect to these shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kleinman Adam M
C/O GREAT ELM CAPITAL CORP.
800 SOUTH STREET, SUITE 230
WALTHAM, MA 02453
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See Remarks
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Signatures
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/s/ Richard S. Chernicoff as Attorney-in-Fact for Reporting Person
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10/16/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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