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*
(Street)
| 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)
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3. Date of Earliest Transaction (Month/Day/Year) 02/26/2020 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
5.0% Convertible Senior PIK Note due 2030 | $3.4722 | 02/26/2020 | P | $250,000 | 02/26/2020 | 02/26/2030 | Common Stock | 72,000 | $250,000 | $250,000 | D | ||||
5.0% Convertible Senior PIK Note due 2030 | $3.4722 | 02/26/2020 | P | $3,250,000 | 02/26/2020 | 02/26/2030 | Common Stock | 936,005 | $3,250,000 | $3,250,000 | I | See Footnote(1)(4) | |||
5.0% Convertible Senior PIK Note due 2030 | $3.4722 | 02/26/2020 | P | $1,500,000 | 02/26/2020 | 02/26/2030 | Common Stock | 432,002 | $1,500,000 | $1,500,000 | I | See Footnote(2)(4) | |||
5.0% Convertible Senior PIK Note due 2030 | $3.4722 | 02/26/2020 | P | $1,000,000 | 02/26/2020 | 02/26/2030 | Common Stock | 288,001 | $1,000,000 | $1,000,000 | I | See Footnote(3)(4) |
Explanation of Responses: |
1. Represents 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") of Great Elm Capital Group, Inc. purchased by certain investment advisory clients, (collectively, the "Managed Accounts") of Northern Right Capital Management, L.P. ("Northern Right Management"). Northern Right Management acts as investment manager for the Managed Accounts. |
2. Represents Notes purchased by NRC Partners I, LP ("NRC Partners"). |
3. Represents Notes purchased by Northern Right Capital (QP), L.P. ("Northern Right QP"). |
4. 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 Notes held by NRC Partners and Northern Right QP. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the Notes held by the Managed Accounts. As general partner of Northern Right Management, BC Advisors, LLC ("BCA") may be deemed to be the beneficial owner of the Notes 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 Notes beneficially owned (or deemed beneficially owned) by BCA. Mr. Drapkin disclaims such beneficial ownership of the Notes indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Adam M. Kleinman, attorney-in-fact | 02/28/2020 | |
** 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 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). | ||
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. |