SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/26/2020 | 3. Issuer Name and Ticker or Trading Symbol Great Elm Capital Group, Inc. [ GEC ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,402,792 | I | See Footnote(1)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
5.0% Convertible Senior PIK Note due 2030 | 02/26/2020 | 02/26/2030 | Common Stock | 936,005 | 3.4722 | I | See Footnote(2)(5)(6) |
5.0% Convertible Senior PIK Note due 2030 | 02/26/2020 | 02/26/2030 | Common Stock | 432,002 | 3.4722 | I | See Footnote(3)(5)(6) |
5.0% Convertible Senior PIK Note due 2030 | 02/26/2020 | 02/26/2030 | Common Stock | 288,001 | 3.4722 | I | See Footnote(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Northern Right Capital (QP), L.P. ("Northern Right QP") beneficially owns and has the power to vote or to direct the vote of 1,136,792 shares of common stock of Great Elm Capital Group, Inc. ("GEC"). A managed account (the "Account") on behalf of an investment advisory client of Northern Right Capital Management, L.P. ("Northern Right Management") beneficially owns 1,266,000 shares of common stock of GEC. |
2. Represents 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") of GEC purchased by certain investment advisory clients (collectively, the "Managed Accounts") of Northern Right Management. Northern Right Management acts as investment manager for the Managed Accounts. |
3. Represents Notes purchased by NRC Partners I, L.P. ("NRC Partners"). |
4. Represents Notes purchased by Northern Right QP. |
5. As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC Partners and Northern Right QP. As the investment manager of the Account and the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As general partner of Northern Right Management, BC Advisors, LLC ("BCA") may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, |
6. (continued from footnote 5) and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Remarks: |
The Reporting Persons are jointly filing this Form 3. |
Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory | 03/02/2020 | |
NRC Partners I, LP, By: Northern Right Capital Management, L.P., its general partner By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory | 03/02/2020 | |
Northern Right Capital QP, LP, By: Northern Right Capital Management, L.P., its general partner By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory | 03/02/2020 | |
BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory | 03/02/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |