13D Filing: MAST Capital and Great Elm Capital Group Inc. (GEC)

Page 4 of 5 – SEC Filing


This Amendment No. 4 (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). MAST Capital serves as the investment manager to the MAST Accounts and may direct the vote and disposition of 1,947,735 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 1,947,735 shares of Common Stock held by the MAST Accounts.

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 4. Purpose of the Transaction

Peter Reed served on the Issuers Board of Directors (the Board) pursuant to Indaba Capital Fund, L.P.s right to
designate, remove and replace an initial investor director (the Initial Investor Director) to the Board granted under the Securities Purchase Agreement dated as of June 28, 2013 by and between the Issuer and Indaba Capital Fund,
L.P. (the Initial Director Rights). Indaba Capital Fund, L.P. subsequently assigned the Initial Director Rights to certain funds managed by MAST Capital (including the MAST Account).

On May 23, 2017, MAST Capital and certain funds managed by MAST Capital (including the MAST Account) provided notice to the Issuer and
Mr. Reed that such funds were exercising the Initial Director Rights to remove Mr. Reed as the Initial Investor Director on the Board and directing Mr. Reed to resign as the Initial Investor Director, in each case, effective
immediately.

On May 24, 2017, Mr. Reed provided a notice to the Chairman of the Board (and copied MAST Capital) whereby Mr.
Reed resigned as the Initial Investor Director effective immediately and stated that he was prepared to continue to serve as a member of the Board as may be determined by the Board.

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