Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Kleinman Adam M	2. Date of Event Requiring Statement (MM/DD/YYYY) 9/18/2017	3. Issuer Name and Ticker or Trading Symbol Great Elm Capital Group, Inc. [GEC]
(Last)        (First)        (Middle) C/O GREAT ELM CAPITAL CORP., 800 SOUTH STREET, SUITE 230	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) See Remarks /
(Street) WALTHAM, MA 02453        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY) 9/25/2017	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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12258	D
Performance Shares of Common Stock   (1)	220923	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Vesting of these performance shares subject to pre-established performance goals over a period ending November 2021.

Remarks: General Counsel and Chief Operating Officer of Great Elm Capital Management, Inc. This amendment corrects the prior filing with respect to 21,761 shares of the Issuer which were previously reported in error as indirectly beneficially owned by Mr. Kleinman. Mr. Kleinman was one of five members of the investment committee for funds managed by MAST Capital Management, LLC ("MAST") that owned these shares. However, Mr. Kleinman, in his capacity as a partner of MAST and a member of its investment committee until September 18, 2017, did not have voting and dispositive power over these shares given that investment committee decisions were made by a majority vote. As such, Mr. Kleinman did not at any time have beneficial ownership over these shares. Additionally, from and after September 18, 2017, Mr. Kleinman is no longer a partner of MAST or a member of its investment committee and has no involvement in MAST's investment decisions with respect to these shares.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kleinman Adam M C/O GREAT ELM CAPITAL CORP. 800 SOUTH STREET, SUITE 230 WALTHAM, MA 02453			See Remarks

Signatures
/s/ Richard S. Chernicoff as Attorney-in-Fact for Reporting Person		10/16/2017
** 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 5(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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