X0306 4/A 2016-11-03 2017-04-20 0 0001082506 Great Elm Capital Group, Inc. GEC 0001429074 Mast Capital Management, LLC 200 CLARENDON STREET 51ST FLOOR BOSTON MA 02116 0 0 1 0 0001429076 Steinberg David J. 200 CLARENDON STREET 51ST FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2016-11-03 4 P 0 220923 0.00 A 220923 D Common Stock 2016-12-30 4 P 0 62341 3.29 A 283264 D Common Stock 2016-12-30 4 X 0 1195586 3.29 A 2108178 I See footnotes Common Stock 2016-12-30 4 X 0 1104596 3.29 A 1947735 I See footnotes Warrant to purchase Common Stock 0.01 2016-12-09 4 P 0 54733 0.00 A 2021-11-03 2026-11-03 Common Stock 54733 54733 D Subscription Right (right to buy) 3.29 2016-12-30 4 X 0 1195586 0.00 D 2016-11-23 2016-12-23 Common Stock 1195586 0 I See footnotes Subscription Right (right to buy) 3.29 2016-12-30 4 X 0 1104596 0.00 D 2016-11-23 2016-12-23 Common Stock 1104596 0 I See 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. 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. MAST CAPITAL MANAGEMENT, LLC, By: /s/ David J. Steinberg, Name: David J. Steinberg, Title: Authorized Signatory 2017-05-16 /s/ David J. Steinberg 2017-05-16