Great Elm Group Inc.

09/24/2024 | Press release | Distributed by Public on 09/24/2024 14:29

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
Reese Jason W.
2. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [GEG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
See remarks /
(Last) (First) (Middle)
C/O IMPERIAL CAPITAL ASSET MANAGEMENT , 3801 PGA BOULEVARD, SUITE 603
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
PALM BEACH GARDENS FL 33410
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reese Jason W.
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, SUITE 603
PALM BEACH GARDENS, FL33410

See remarks
Imperial Capital Asset Management, LLC
3801 PGA BOULEVARD, SUITE 603

PALM BEACH GARDENS, FL33410


LONG BALL PARTNERS LLC
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, SUITE 603
PALM BEACH GARDENS, FL33410


Imperial Capital Group Holdings II, LLC
3801 PGA BOULEVARD, SUITE 603

PALM BEACH GARDENS, FL33410


Signatures

Jason Reese, By: /s/ Jason Reese 2024-09-24
**Signature of Reporting Person Date
Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO 2024-09-24
**Signature of Reporting Person Date
Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO 2024-09-24
**Signature of Reporting Person Date
Imperial Capital Group Holdings II, LLC, By: /s/ Jason Reese, its Authorized Signatory 2024-09-24
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) This Common Stock is held directly by Long Ball Partners, LLC ("Long Ball"), Imperial Capital Asset Management, LLC ("ICAM") and Imperial Capital Group Holdings II, LLC ("ICGH2"). Mr. Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM, which is the managing member of and investment manager to Long Ball. Mr. Reese is one of the owners of Imperial Capital Group Holdings, LLC, which is the managing member of ICGH2. Mr. Reese has voting and dispositive power over the shares of Common Stock held directly by each of Long Ball, ICAM and ICGH2.
(2) Consists of 5,009,662 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH2.
(3) Each of Mr. Reese, ICAM, Long Ball and ICGH2 disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest.
(4) On September 20, 2024, Jason Reese was awarded 130,208 shares of restricted stock, 25% of which vested on September 20, 2024, with 25% to vest on each of September 20, 2025, September 20, 2026 and September 20, 2027.
(5) Reflects shares directly beneficially owned by Mr. Reese.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.