0000899243-18-028634.txt : 20181109 0000899243-18-028634.hdr.sgml : 20181109 20181109213529 ACCESSION NUMBER: 0000899243-18-028634 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181107 FILED AS OF DATE: 20181109 DATE AS OF CHANGE: 20181109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drapkin Matthew A CENTRAL INDEX KEY: 0001458693 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16073 FILM NUMBER: 181174545 MAIL ADDRESS: STREET 1: 10 CORBIN DRIVE STREET 2: 3RD FLOOR CITY: DARIEN STATE: CT ZIP: 06820 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) 375-3006 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-11-07 0 0001082506 Great Elm Capital Group, Inc. GEC 0001458693 Drapkin Matthew A C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 10 CORBIN DRIVE, 3RD FLOOR DARIEN CT 06820 1 0 0 0 Common Stock 2018-11-07 4 A 0 10887 0.00 A 30118 D Common Stock 2018-11-07 4 A 0 19673 0.00 A 49791 D Common Stock 1266000 I See Footnote Common Stock 1136792 I See Footnote The Reporting Person was awarded restricted shares that fully vested on November 7, 2018. The Reporting Person was awarded restricted shares that vest commencing November 1, 2018, with one-twelfth vesting each monthly anniversary of such date, contingent upon continued service as a member of the board of directors of Great Elm Capital Group, Inc. ("GEC"). Represents shares of common stock purchased by Northern Right Capital Management, L.P., a Texas limited partnership ("Northern Right Management"), on behalf of a separate managed account on behalf of an investment advisory client (the "Managed Account") pursuant to the exercise of a warrant issued by GEC to Northern Right Management on September 18, 2017. Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP"). As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the shares of common stock held by Northern Right QP. As the investment manager of the Managed Account, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Account. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA") may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, Mr. Drapkin may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA. Mr. Drapkin disclaims such beneficial ownership of the 2,402,792 shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein. Exhibit 24 - Power of Attorney /s/ Adam M. Kleinman, attorney-in-fact 2018-11-09 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                   POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints Adam M. Kleinman, signing singly, the undersigned's true and lawful
attorney-in-fact to:

            (1) execute for and on behalf of the undersigned, in the
        undersigned's capacity as a deemed officer, director, 10% owner and/or
        "other" of Great Elm Capital Group, Inc. (the "Company"), Forms 3, 4 and
        5 in accordance with Section 16(a) of the Securities Exchange Act of
        1934, as amended (the "Exchange Act"), and the rules thereunder;

            (2) do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
        any such Form 3, 4 or 5, complete and execute any amendment or
        amendments thereto, and timely file such form with the United States
        Securities and Exchange Commission and any stock exchange or similar
        authority; and

            (3) take any other action of any type whatsoever in connection  with
        the foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

        The execution by the undersigned of this Power of Attorney hereby
expressly revokes and terminates any powers of attorney previously granted by
the undersigned relating to Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company.  This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of November 9, 2018.

                                         /s/ Matthew A. Drapkin
                                         ------------------------
                                         Matthew A. Drapkin