Page 6 of 10 – SEC Filing
Item 1. Interest in Securities of the Issuer
This statement on Schedule 13D (this Statement) relates to the common stock, $0.001 Par Value (the Common Stock), of
Great Elm Capital Group, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 800 South Street, Suite 230, Waltham, MA 02453.
Item 2. Identity and Background
(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 is attached hereto as Exhibit 99.1 and incorporated herein by reference (the
Joint Filing Agreement).
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.
(b) The business address of the Reporting Persons is 10 Corbin Drive, 3rd Floor, Darien, CT 06820.
(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 other investment funds and managed accounts. The principal
business of Northern Right QP is acquiring and holding securities for investment purposes.
(d) None of the Reporting Persons have, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the
Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Drapkin is a citizen of the United States of America. The place of organization of all other Reporting Persons is listed in
paragraph (a) of this Item 2.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons expended an aggregate amount equal to $3,819,621.12 (including commissions) to purchase 1,136,792 shares of Common Stock.
Funds used to purchase the reported securities have come from the working capital of Northern Right QP, which may, at any given time, include margin loans made by brokerage firms or banks in the ordinary course of business.
In addition, the Issuer granted the Warrant (as defined in Item 5(a), (b) below) to the Reporting Persons in exchange for certain non-financial consideration.
