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Filing Details

Accession Number:: 0000899243-17-015186
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2017-06-02 17:31:15
Reporting Period:: 2016-11-03

Filing Date:: 2017-06-02
Accepted Time:: 2017-06-02 17:31:15
Original Submission Date:: 2017-04-20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1082506	Great Elm Capital Group Inc.	GEC	Services-Prepackaged Software (7372)	943219054

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1429074	Mast Capital Management, Llc	200 Clarendon Street 51St Floor Boston MA 02116		No	No	Yes	No
1429076	J. David Steinberg	200 Clarendon Street 51St Floor Boston MA 02116		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-11-03	220,923	$0.00	220,923	No	4	P	Direct
Common Stock	Acquisiton	2016-12-30	64,584	$3.29	285,507	No	4	P	Direct
Common Stock	Acquisiton	2016-12-30	1,195,586	$3.29	2,108,178	No	4	X	Indirect	See footnotes
Common Stock	Acquisiton	2016-12-30	1,104,596	$3.29	1,947,735	No	4	X	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Direct
No	4	X	Indirect	See footnotes
No	4	X	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant to purchase Common Stock	Acquisiton	2016-12-09	54,733	$0.00	54,733	$0.01
Common Stock	Subscription Right (right to buy)	Disposition	2016-12-30	1,195,586	$0.00	1,195,586	$3.29
Common Stock	Subscription Right (right to buy)	Disposition	2016-12-30	1,104,596	$0.00	1,104,596	$3.29

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
54,733	2021-11-03	2026-11-03	No	4	P	Direct
0	2016-11-23	2016-12-23	No	4	X	Indirect
0	2016-11-23	2016-12-23	No	4	X	Indirect

Footnotes

Represents restricted shares of 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") held directly by Mr. Steinberg. Such restricted shares are subject to performance-based vesting and time-based vesting. Under the time-based vesting, 20% will vest on November 3, 2017 and thereafter 5% will vest on each February 3, May 3, August 3, and November 3, until fully vested.
Represents shares of Common Stock held directly by Mr. Steinberg. Amended share count represents 2,243 additional shares purchased as a result of a finalized backstop purchase obligation in connection with a rights offering.
On November 23, 2016, the Issuer declared a pro rata dividend of subscription rights to all its stockholders. The reported transaction represents the exercise of such pro rata subscription rights by Mast OC I Master Fund LP, a private investment fund of which MAST Capital is the investment manager.
As the investment advisor of the private investment funds disclosed herein (collectively, the "MAST Accounts"), MAST Capital may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Accounts. MAST Capital also has the right to an asset-based fee relating to the MAST Accounts. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.
Mr. Steinberg may also be deemed to beneficially own the shares of Common Stock beneficially owned (or deemed to be beneficially owned) by MAST Capital Management, LLC ("MAST Capital"), as he is the principal of MAST Capital. Pursuant to Rule 16a-1, Mr. Steinberg disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
On November 23, 2016, the Issuer declared a pro rata dividend of subscription rights to all its stockholders. The reported transaction represents the exercise of such pro rata subscription rights by Mast Admiral Master Fund LP, a private investment fund of which MAST Capital is the investment manager.
Represents a warrant for Common Stock held directly by MAST Capital. The warrant is exercisable from the earlier of (i) the date when certain performance-based metrics are met and (ii) November 3, 2021. The number of shares of Common Stock underlying the Warrant shall be reduced on a proportionate basis, based on the actual achievement of such metric.