Page 4 of 8 – SEC Filing
This Amendment No. 6 (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) and also Common Stock held directly by MAST Capital. 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 and the shares of Common Stock held directly by
MAST Capital.
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 Transaction
On September 18, 2017 (the Effective Date), the Issuer, the Reporting Persons, and certain other parties related to the Issuer
and the Reporting Persons entered into a Separation Agreement (the Separation Agreement), pursuant to which the parties agreed to separate their organizations and amend and cancel certain agreements among them.
The following is a brief description of certain terms of the Separation Agreement, such description being qualified in its entirety by
reference to the full text of the Separation Agreement, which is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Under the terms of the Separation Agreement on the Effective Date (a) the Reporting Persons and certain funds managed by MAST Capital
that are parties to the Separation Agreement (including the MAST Account) (the Mast Funds, and together with the Reporting Persons, the Standstill Parties) have agreed to certain standstill obligations for the Standstill
Period (as defined below), subject to certain exceptions set forth in the Separation Agreement regarding the Standstill Parties rights under the Separation Agreement, the Ancillary Agreements (as defined in the Separation Agreement), or the
Indaba Agreements (as defined in the Separation Agreement) and (b) during the Standstill Period, the Issuer has agreed that Hugh Steven Wilson will not serve as chairman of the board of directors of the Issuer (the Board). Under the
terms of the Separation Agreement, Standstill Period means the period from the Effective Date until the earlier of (i) the two year anniversary of the Effective Date or (ii) termination of the standstill obligations pursuant to
the terms of the Separation Agreement.
Under the terms of the Separation Agreement, (a) the Issuer affirmed its obligations and the
rights of Buyers (as defined in the Indaba Agreements) under the Indaba Agreements; and (b) the Mast Funds have agreed not to remove or replace either James Parmalee or Matthew Drapkin as an Initial Investor Director or
Additional Investor Director, in each case within the meaning of the Indaba Agreements, unless (i) the notice of removal is prior to the time that the Board (or applicable committee) has resolved to nominate and recommend
Mr. Parmelee or Mr. Drapkin for election as a director at a meeting of stockholders of the Issuer, and (ii) such removal is effective as of the conclusion of such meeting of stockholders.
