Statement of Changes in Beneficial Ownership (4)
May 16 2017 - 5:30PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Mast Capital Management, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Great Elm Capital Group, Inc.
[
GEC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
200 CLARENDON STREET, 51ST FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2017
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/12/2017
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S
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1136792
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D
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$3.35
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971386
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I
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See footnotes
(1)
(2)
(3)
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Common Stock
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5/12/2017
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S
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482900
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D
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$3.30
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488486
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I
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See footnotes
(1)
(2)
(3)
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Common Stock
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5/12/2017
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S
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488486
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D
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$3.30
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0
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I
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See footnotes
(1)
(2)
(3)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Represents 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.), held directly by Mast OC I Master Fund L.P. (the "MAST Account"), a private investment fund of which MAST Capital Management, LLC ("MAST Capital") is the investment manager.
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(2)
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As the investment advisor of the MAST Account, MAST Capital may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Account. MAST Capital also has the right to an asset-based fee relating to the MAST Account. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.
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(3)
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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, 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.
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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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Mast Capital Management, LLC
200 CLARENDON STREET
51ST FLOOR
BOSTON, MA 02116
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X
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Steinberg David J.
200 CLARENDON STREET
51ST FLOOR
BOSTON, MA 02116
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X
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Signatures
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Mast Capital Management, LLC, By: /s/ David J. Steinberg, Name: David J. Steinberg, Title: Authorized Signatory
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5/16/2017
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**
Signature of Reporting Person
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Date
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/s/ David J. Steinberg
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5/16/2017
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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 4(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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