Matthew A Drapkin Form 4 Great Elm Capital / Matthew A Drapkin ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Drapkin Matthew A

(Last) (First) (Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT,

L.P., 10 CORBIN DRIVE, 3RD FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Group, Inc. [ GEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/04/2017		P		1,266,000(1)	A	$3.6116(2)	2,402,792(3)	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock of Great Elm Capital Group, Inc. (the "Issuer"), par value $0.001 per share (the "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 (the "Warrant") issued by the Issuer to Northern Right Management on September 18, 2017.

2. The price reported in Column 4 represents the exercise price for the Warrant, which is the simple average of the Weighted Average Price (as defined in the Warrant) of the Common Stock on the principal securities market on which the Common Stock is then traded for the ten (10) consecutive trading days ending on and including October 4, 2017.

3. Represents 1,266,000 shares of Common Stock held directly by the Managed Account and 1,136,792 held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").

4. 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 the 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 the BCA. Pursuant to Rule 16a-1, Mr. Drapkin disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Matthew A. Drapkin	10/05/2017
	** 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 4 (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).
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