GEC Great Elm Capital Group Inc New

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This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2017, on behalf of the Reporting Persons, with respect to the shares of common stock, $0.001 Par Value (the “Common Stock”), of Great Elm Capital Group, Inc., a Delaware corporation (the “Issuer”) (as amended, this “Statement”).

Item 2. Identity and Background

Items 2(a) and 2(c) are amended and supplemented to add the following information for updating as of the date hereof:

(a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): Northern Right Capital Management, L.P., a Texas limited partnership (“Northern Right Management”); Northern Right Capital (QP), L.P., a Texas limited partnership (“Northern Right QP”); BC Advisors, LLC, a Texas limited liability company (“BCA”); and Matthew A. Drapkin. The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly was previously attached to this Statement.

Mr. Drapkin is a member of BCA, and BCA is the general partner of Northern Right Management. Mr. Drapkin is also a limited partner of Northern Right Management. Northern Right Management is the general partner of, and investment manager for, Northern Right QP, and the investment manager for a separate managed account on behalf of an investment advisory client (the “Managed Account”).

(c) The present principal occupation of Mr. Drapkin is serving as a managing member of BCA. The principal business of BCA is serving as the general partner of Northern Right Management. The principal business of Northern Right Management is serving as the general partner of, and investment manager for Northern Right QP and serving as investment manager for the Managed Account and other investment funds and managed accounts. The principal business of Northern Right QP is acquiring and holding securities for investment purposes.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended and supplemented to add the following information for updating as of the date hereof:

The Reporting Persons expended an aggregate amount equal to $8,391,906.72 (including commissions) to purchase 2,402,792 shares of Common Stock. Funds used to purchase the reported securities have come from the working capital of Northern Right QP and the Managed Account, which may, at any given time, include margin loans made by brokerage firms or banks in the ordinary course of business.

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Item 5. Interest in Securities of the Issuer

Item 5 is amended and supplemented to add the following information for updating as of the date hereof:

(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 2,402,792 shares of Common Stock, which represent approximately 9.5% of the outstanding shares of Common Stock. ¹ The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 25,405,631 shares of Common Stock outstanding, which is derived by adding (i) 24,139,631 shares of Common Stock outstanding as of September 1, 2017, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on September 19, 2017, and (ii) 1,266,000 shares of Common Stock which were issued to the Managed Account on October 4, 2017 upon exercise of the Warrant.

Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 1,136,792 shares of Common Stock (the “QP Shares”), which represent approximately 4.5% of the outstanding shares of Common Stock.

On September 18, 2017 (the “Issuance Date”), the Issuer issued to Northern Right Management a warrant (the “Warrant”), whereby Northern Right Management or not more than five of its affiliated funds or managed accounts had the right to purchase up to 1,266,000 shares of the Common Stock. On September 29, 2017, Northern Right Management exercised the Warrant in full for 1,266,000 shares of Common Stock on behalf of the Managed Account, as its designee. Northern Right Capital and the Issuer agreed that the exercise price was $3.6116 per share, calculated as the simple average of the Weighted Average Price (as defined in the Warrant) of the Common Stock on the principal securities market on which the Common Stock is traded for the ten (10) consecutive trading days ending on and including October 3, 2017. On October 4, 2017, such exercise price was paid and such shares of Common Stock were issued.

As general partner of Northern Right QP, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the QP Shares. Northern Right Management disclaims beneficial ownership of the QP Shares. Northern Right Management in its capacity as investment manager for the Managed Account may be deemed to have the sole power to vote or direct the vote of (and the power to dispose or direct the disposition of) the 1,266,000 shares of the Common Stock held by the Managed Account, which represent approximately 5.0% of the outstanding shares of Common Stock.

BCA, as general partner of Northern Right Management, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by Northern Right Management; BCA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

Mr. Drapkin, as managing member of BCA, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by BCA; Mr. Drapkin disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock other than those set forth in this Item 5.

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(c) On October 4, 2017, the Issuer issued 1,266,000 shares of Common Stock to the Managed Account upon exercise of the Warrant for an exercise price per share of $3.6116.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.

(e) Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s 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: October 5, 2017

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