Sec Form 4 Filing - Mast Capital Management, LLC @ Great Elm Capital Group, Inc. - 2016-11-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mast Capital Management, LLC 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CLARENDON STREET, 51ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2016 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/03/2016 P 220,923 A $ 0 220,923 D ( 1 ) Common Stock 12/30/2016 P 62,341 A $ 3.29 283,264 D ( 2 ) Common Stock 12/30/2016 P 1,195,586 A $ 3.29 2,108,178 I See footnotes ( 3 ) ( 4 ) ( 5 ) Common Stock 12/30/2016 P 1,104,596 A $ 3.29 1,947,735 I ( 7 ) See footnotes ( 4 ) ( 5 ) ( 6 )

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 Warrant to purchase Common Stock $ 0.01 12/09/2016 P 54,733 11/03/2021 11/03/2026 Common Stock 54,733 $ 0 54,733 D ( 5 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mast Capital Management, LLC 200 CLARENDON STREET 51ST FLOOR BOSTON, MA02116 X Steinberg David J. 200 CLARENDON STREET 51ST FLOOR BOSTON, MA02116 X Signatures MAST CAPITAL MANAGEMENT, LLC, By: /s/ David J. Steinberg, Name: David J. Steinberg, Title: Authorized Signatory 04/20/2017 Signature of Reporting Person Date /s/ David J. Steinberg 04/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted shares of Common Stock, $0.001 Par Value (the "Common Stock"), of Great Elm Capital Group, Inc., a Delaware corporation (f/k/a Unwired Planet, Inc.) (the "Issuer") held directly by Mr. Steinberg. Such restricted shares are subject to performance-based vesting and time-based vesting. Under the time-based vesting, 20% will vest on November 3, 2017 and thereafter 5% will vest on each February 3, May 3, August 3, and November 3, until fully vested. ( 2 )Represents shares of Common Stock held directly by Mr. Steinberg. ( 3 )Represents shares of Common Stock held directly by Mast OC I Master Fund LP, a private investment fund of which MAST Capital is the investment manager. ( 4 )As the investment advisor of the private investment funds disclosed herein (collectively, the "MAST Accounts"), MAST Capital may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Accounts. MAST Capital also has the right to an asset-based fee relating to the MAST Accounts. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein. ( 5 )Mr. Steinberg may also be deemed to beneficially own the shares of Common Stock beneficially owned (or deemed to be beneficially owned) by MAST Capital Management, LLC ("MAST Capital"), as he is the principal of MAST Capital. Pursuant to Rule 16a-1, Mr. Steinberg disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. ( 6 )Represents shares of Common Stock held directly by Mast Admiral Master Fund LP, a private investment fund of which MAST Capital is the investment manager. ( 7 )Represents a warrant for Common Stock held directly by MAST Capital. The warrant is exercisable from the earlier of (i) the date when certain performance-based metrics are met and (ii) November 3, 2021. The number of shares of Common Stock underlying the Warrant shall be reduced on a proportionate basis, based on the actual achievement of such metric.

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.