Amended Statement of Beneficial Ownership (sc 13d/a)
May 20 2019 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Great Elm
Capital Group, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
39036P209
(CUSIP Number)
MAST Capital Management, LLC
31 St. James Avenue, 6
th
Floor
Boston, MA 02116
(617)
375-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 4, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of
Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 39036P209
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1
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NAME OF REPORTING PERSONS
MAST Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF/OO
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,000,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
7.89%*
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14
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TYPE OF REPORTING
PERSON
IA, OO
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*
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See Item 5 for full description of percentage calculation.
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CUSIP No. 39036P209
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1
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NAME OF REPORTING PERSONS
David J. Steinberg
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF/OO/PF
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
64,584
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8
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SHARED VOTING POWER
2,000,000
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9
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SOLE DISPOSITIVE POWER
64,584
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10
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SHARED DISPOSITIVE POWER
2,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,064,584
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
8.15%*
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14
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TYPE OF REPORTING
PERSON
HC, IN
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*
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See Item 5 for full description of percentage calculation.
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This Amendment No. 8 (this Amendment) to the Schedule 13D (the Schedule 13D) is
being filed on behalf of MAST Capital Management, LLC, a Delaware limited liability company (MAST Capital), and Mr. David J. Steinberg, the principal of MAST Capital (together with MAST Capital, the Reporting
Persons), relating to 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).
This Amendment relates to Common Stock of the Issuer purchased by Mr. Steinberg directly and by MAST Capital through the accounts of
certain private funds (collectively, the MAST Accounts) and also Common Stock held directly by MAST Capital. MAST Capital serves as the investment manager to the MAST Accounts and may direct the vote and disposition of 1,945,267 shares
of Common Stock held by the MAST Accounts. As the principal of MAST Capital, Mr. Steinberg may direct the vote and disposition of the 1,945,267 shares of Common Stock held by the MAST Accounts and the shares of Common Stock held directly by
MAST Capital.
The information set forth in response to each Item below shall be deemed to be a response to all Items where such
information is relevant. The Schedule 13D is supplementally amended as follows.
Item 5.
Interest in Securities of the Issuer
(a) The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 25,336,288 shares of Common Stock
outstanding, as reported in the Issuers Form
10-Q
filed with the Securities and Exchange Commission on May 10, 2019.
MAST Capital (i) holds 54,733 shares of Common Stock, and (ii) as the investment manager of the MAST Accounts, may be deemed to
beneficially own 1,945,267 shares of Common Stock held by the MAST Accounts.
On September 18, 2017, the Issuer issued to Mast
Capital a warrant (the New Warrant) for Mast Capital (or certain funds managed by MAST Capital, including the MAST Account, as Mast Capitals designee) to purchase up to 420,000 shares of Common Stock. On July 17, 2018, in
accordance with the terms of the New Warrant, Mast Capital exercised the New Warrant for 420,000 shares of Common Stock, with an exercise price of $3.3545 per share of Common Stock, and $1,408,890 in the aggregate. Pursuant to the terms of the New
Warrant, Mast Capital designated Mast Admiral Master Fund LP as its designee. On July 23, 2018, the 420,000 shares of Common Stock were issued to Mast Admiral Master Fund LP pursuant to the New Warrant and Mast Admiral Master Fund LPs
payment of the exercise price.
The total shares of Common Stock which may be deemed to be beneficially owned by MAST Capital are
2,000,000 shares of Common Stock, representing approximately 7.89% of the issued and outstanding shares of Common Stock of the Issuer.
Mr. Steinberg directly holds 64,584 shares of Common Stock. In addition, Mr. Steinberg, as the principal of MAST Capital, may be
deemed to beneficially own the 2,000,000 shares of Common Stock which are beneficially owned (or may be deemed to be beneficially owned) by MAST Capital. The total shares of Common Stock which Mr. Steinberg beneficially owns (or may be deemed
to beneficially own) are 2,064,584, representing approximately 8.15% of the issued and outstanding shares of Common Stock of the Issuer.
MAST Capital and Mr. Steinberg disclaim beneficial ownership of the Common Stock held by the MAST Accounts except to the extent of their
pecuniary interest therein. Mr. Steinberg declaims beneficial ownership of the Common Stock held by MAST Capital except to the extent of his pecuniary interest therein.
(b) MAST Capital and Mr. Steinberg have the shared power to vote and dispose of the Common
Stock owned by the MAST Accounts and MAST Capital reported in this Schedule 13D. Mr. Steinberg has the sole power to vote and dispose of the Common Stock directly owned by him reported in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as admission that MAST Capital or Mr. Steinberg is, for the purposes of
Section 13(d) or 13(g) of the Act, or otherwise, the beneficial owner of any of the 1,945,267 shares of Common Stock owned by the MAST Accounts or that Mr. Steinberg is, for the purposes of Section 13(d) or 13(g) of the Act, or
otherwise, the beneficial owner of any of the shares of Common Stock owned by MAST Capital. Pursuant to Rule 13d-4, MAST Capital and Mr. Steinberg disclaim all such beneficial ownership.
(c) On May 4, 2019 Mast Admiral Master Fund LP sold 422,468 shares of Common Stock at a price of $4.500 per share.
(d) The 1,945,267 shares of Common Stock held by the MAST Accounts consists of the following amounts: 1,945,267 shares of Common Stock held by
Mast Admiral Master Fund LP.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.
Dated: May 20, 2019
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MAST CAPITAL MANAGEMENT, LLC
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By:
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/s/ David J. Steinberg
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Name: David J. Steinberg
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Title: Authorized Signatory
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/s/ David J. Steinberg
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David J. Steinberg
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