Sec Form 4 Filing - Drapkin Matthew A @ Great Elm Capital Group, Inc. - 2019-11-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Drapkin Matthew A
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)
(Last) (First) (Middle)
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,, L.P., 9 OLD KINGS HWY S., 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2019
(Street)
DARIEN, CT06820
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/08/2019 A 18,482 ( 1 ) A $ 0 68,273 D
Common Stock 1,266,000 ( 2 ) I See Footnote ( 4 )
Common Stock 1,136,792 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Drapkin Matthew A
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT06820
X
Signatures
/s/ Adam M. Kleinman, attorney-in-fact 12/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person was awarded restricted shares that vest commencing November 1, 2019, 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").
( 2 )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.
( 3 )Represents shares of common stock 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 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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