0001140361-17-016293.txt : 20170420
0001140361-17-016293.hdr.sgml : 20170420
20170420165222
ACCESSION NUMBER: 0001140361-17-016293
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161103
FILED AS OF DATE: 20170420
DATE AS OF CHANGE: 20170420
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: 200 CLARENDON STREET
STREET 2: 51ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 375-3006
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 51ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Steinberg David J.
CENTRAL INDEX KEY: 0001429076
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16073
FILM NUMBER: 17773463
MAIL ADDRESS:
STREET 1: C/O MAST CAPITAL MANAGEMENT LLC
STREET 2: 200 CLARENDON STREET, 51ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mast Capital Management, LLC
CENTRAL INDEX KEY: 0001429074
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16073
FILM NUMBER: 17773464
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 51ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-375-3000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 51ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: Mast Capital Management LLC
DATE OF NAME CHANGE: 20080306
4
1
form4.xml
FORM 4
X0306
4
2016-11-03
0001082506
Great Elm Capital Group, Inc.
GEC
0001429074
Mast Capital Management, LLC
200 CLARENDON STREET
51ST FLOOR
BOSTON
MA
02116
true
0001429076
Steinberg David J.
200 CLARENDON STREET
51ST FLOOR
BOSTON
MA
02116
true
Common Stock
2016-11-03
4
P
0
220923
0
A
220923
D
Common Stock
2016-12-30
4
P
0
62341
3.29
A
283264
D
Common Stock
2016-12-30
4
P
0
1195586
3.29
A
2108178
I
See footnotes
Common Stock
2016-12-30
4
P
0
1104596
3.29
A
1947735
I
See footnotes
Warrant to purchase Common Stock
0.01
2016-12-09
4
P
0
54733
0
A
2021-11-03
2026-11-03
Common Stock
54733
54733
D
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.
Represents shares of Common Stock held directly 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.
Represents shares of Common Stock held directly 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.
MAST CAPITAL MANAGEMENT, LLC, By: /s/ David J. Steinberg, Name: David J. Steinberg, Title: Authorized Signatory
2017-04-20
/s/ David J. Steinberg
2017-04-20