0000899243-20-006532.txt : 20200302 0000899243-20-006532.hdr.sgml : 20200302 20200302170841 ACCESSION NUMBER: 0000899243-20-006532 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200226 FILED AS OF DATE: 20200302 DATE AS OF CHANGE: 20200302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC Advisors LLC CENTRAL INDEX KEY: 0001349003 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16073 FILM NUMBER: 20678072 BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Capital (QP), L.P. CENTRAL INDEX KEY: 0001451722 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16073 FILM NUMBER: 20678073 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HWY. S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: (203) 951-5440 MAIL ADDRESS: STREET 1: 9 OLD KINGS HWY. S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 FORMER NAME: FORMER CONFORMED NAME: BECKER DRAPKIN PARTNERS (QP), L.P. DATE OF NAME CHANGE: 20100820 FORMER NAME: FORMER CONFORMED NAME: SRB GREENWAY OPPORTUNITY FUND (QP) LP DATE OF NAME CHANGE: 20081209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NRC Partners I, LP CENTRAL INDEX KEY: 0001763594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16073 FILM NUMBER: 20678074 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HIGHWAY SOUTH STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: (203) 951-5440 MAIL ADDRESS: STREET 1: 9 OLD KINGS HIGHWAY SOUTH STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Capital Management, L.P. CENTRAL INDEX KEY: 0001346543 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16073 FILM NUMBER: 20678075 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HWY. S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: (203) 951-6084 MAIL ADDRESS: STREET 1: 9 OLD KINGS HWY. S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 FORMER NAME: FORMER CONFORMED NAME: Becker Drapkin Management, L.P. DATE OF NAME CHANGE: 20100824 FORMER NAME: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Great Elm Capital Group, Inc. CENTRAL INDEX KEY: 0001082506 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943219054 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 230 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: (617) 375-3024 MAIL ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 230 CITY: WALTHAM STATE: MA ZIP: 02453 FORMER COMPANY: FORMER CONFORMED NAME: UNWIRED PLANET, INC. DATE OF NAME CHANGE: 20120504 FORMER COMPANY: FORMER CONFORMED NAME: OPENWAVE SYSTEMS INC DATE OF NAME CHANGE: 20001121 FORMER COMPANY: FORMER CONFORMED NAME: PHONE COM INC DATE OF NAME CHANGE: 19990504 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-02-26 0 0001082506 Great Elm Capital Group, Inc. GEC 0001346543 Northern Right Capital Management, L.P. 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 0 0 1 1 Member of 13D 10% Group 0001763594 NRC Partners I, LP C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 0 0 1 0 0001451722 Northern Right Capital (QP), L.P. C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 0 0 1 0 0001349003 BC Advisors LLC C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 0 0 1 0 Common Stock 2402792 I See Footnote 5.0% Convertible Senior PIK Note due 2030 3.4722 2020-02-26 2030-02-26 Common Stock 936005 I See Footnote 5.0% Convertible Senior PIK Note due 2030 3.4722 2020-02-26 2030-02-26 Common Stock 432002 I See Footnote 5.0% Convertible Senior PIK Note due 2030 3.4722 2020-02-26 2030-02-26 Common Stock 288001 I See Footnote Northern Right Capital (QP), L.P. ("Northern Right QP") beneficially owns and has the power to vote or to direct the vote of 1,136,792 shares of common stock of Great Elm Capital Group, Inc. ("GEC"). A managed account (the "Account") on behalf of an investment advisory client of Northern Right Capital Management, L.P. ("Northern Right Management") beneficially owns 1,266,000 shares of common stock of GEC. Represents 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") of GEC purchased by certain investment advisory clients (collectively, the "Managed Accounts") of Northern Right Management. Northern Right Management acts as investment manager for the Managed Accounts. Represents Notes purchased by NRC Partners I, L.P. ("NRC Partners"). Represents Notes purchased by Northern Right QP. As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC Partners and Northern Right QP. As the investment manager of the Account and the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As general partner of Northern Right Management, BC Advisors, LLC ("BCA") may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, (continued from footnote 5) and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Persons are jointly filing this Form 3. Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2020-03-02 NRC Partners I, LP, By: Northern Right Capital Management, L.P., its general partner By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2020-03-02 Northern Right Capital QP, LP, By: Northern Right Capital Management, L.P., its general partner By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2020-03-02 BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2020-03-02