X0306 4 2016-06-30 1 0001082506 Great Elm Capital Group, Inc. GEC 0001240606 VACHON PHILIP A C/O GREAT ELM CAPITAL GROUP, INC. 20 FIRST STREET, FIRST FLOOR LOS ALTOS CA 94022 1 0 0 0 COMMON STOCK 2016-06-30 4 M 0 6002 A 30464 D COMMON STOCK 866 I BY CHILDREN Performance Rights 2016-06-30 4 M 0 3001 D COMMON 3001 0 D Performance Rights 2016-06-30 4 M 0 3001 D COMMON 3001 0 D The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting with respect to all unvested restricted stock units awarded to the Reporting Person on 11/13/2013, 01/24/2014, 04/28/2014, 07/30/2014 and 12/04/2015 effective June 30, 2016. These shares are held in account established for the Reporting Person's children under the Uniform Gifts to Minors Act. The Reporting Person disclaims beneficial ownership with respect to these shares, except to the extent of his pecuniary interest therein. Each performance right represents a contingent right to receive one share of Issuer common stock. The performance rights vest upon Issuer's common stock achieving a market value of $3.00 per share. The Reporting Person was awarded performance rights on these conditions with respect to 13,396 shares on 11/13/2013; 8,599 shares on 01/24/2014; 6,072 shares on 04/28/2014; and 7,945 shares on 07/30/2014 for a total of 36,012 shares. The Issuer underwent a 12:1 reverse stock split on January 6, 2016, resulting in a total of 3,001 shares post-split. The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting and waive the vesting conditions with respect to such performance rights effective June 30, 2016. Each performance right represents a contingent right to receive one share of Issuer common stock. The performance rights vest upon Issuer's common stock achieving a market value of $4.00 per share. The Reporting Person was awarded performance rights on these conditions with respect to 13,396 shares on 11/13/2013; 8,599 shares on 01/24/2014; 6,072 shares on 04/28/2014; and 7,946 shares on 07/30/2014 for a total of 36,013 shares. The Issuer underwent a 12:1 reverse stock split on January 6, 2016, resulting in a total of 3,001 shares post-split. The Compensation Committee of the Board of Directors of the Issuer agreed to accelerate vesting and waive the vesting conditions with respect to such performance rights effective June 30, 2016. Effective July 05, 2016, the Reporting Person resigned from the Board of Directors of the Issuer. /s/ Kathlene Smith as Attorney-in-Fact for Reporting Person 2016-08-10