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