13D Filing: Becker Drapkin Management and Great Elm Capital Group Inc. (GEC)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Great Elm
Capital Group, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

39036P209

(CUSIP Number)

Northern Right Capital Management, L.P.

Attn: Matthew A. Drapkin

10 Corbin Drive

3^rd Floor

Darien, Connecticut 06820

(203) 951-5440

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 4, 2017

(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).

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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 Issuers 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 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: October 5, 2017

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