Sec Form 4 Filing - Drapkin Matthew A @ Great Elm Capital Group, Inc. - 2020-02-26

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 X __ 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) 02/26/2020 (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

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 5.0% Convertible Senior PIK Note due 2030 $ 3.4722 02/26/2020 P 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 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 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 02/26/2020 02/26/2030 Common Stock 288,001 $ 1,000,000 $ 1,000,000 I See Footnote ( 3 ) ( 4 )

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 X Signatures /s/ Adam M. Kleinman, attorney-in-fact 02/28/2020 Signature of Reporting Person Date

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.

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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