Great Elm Group Inc.

01/15/2025 | Press release | Distributed by Public on 01/15/2025 20:09

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Northern Right Capital Management, L.P.
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Member of 13D 10% Group
(Last) (First) (Middle)
9 OLD KINGS HWY. S., 4TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
01/13/2025
(Street)
DARIEN, CT 06820 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/13/2025 J(1) 409,577 D $ 0 3,833,591 I See Footnote(2)(3)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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 01/13/2025 J(5) $612,413 01/13/2026(6) 02/26/2030 Common Stock 176,376 $ 0 $6,692,270 I See Footnote(2)(3)(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Northern Right Capital Management, L.P.
9 OLD KINGS HWY. S.
4TH FLOOR
DARIEN, CT 06820 		X Member of 13D 10% Group
Northern Right Capital (QP), L.P.
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT 06820 		X
BC Advisors LLC
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT 06820 		X

Signatures

Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 01/15/2025
**Signature of Reporting Person Date
Northern Right Capital (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 01/15/2025
**Signature of Reporting Person Date
BC Advisors, LLC, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 01/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a transfer by Northern Right Capital (QP), L.P. ("Northern Right QP") for no consideration of 409,577 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), to Northern Right Long Only Master Fund LP ("NRC LO"). NRC LO will be joining the "group," as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, whose members include the Reporting Persons named herein.
(2) Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,869,901 shares of Common Stock. Managed accounts (the "Managed Accounts"), on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"), beneficially own 1,963,690 shares of Common Stock.
(3) As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by 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 securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management.
(4) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(5) Represents a transfer by Northern Right QP for no consideration of an aggregate principal amount of $612,413.00 of 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") constituting a conversionary interest, subject to adjustment as provided in the Notes, in 176,376 shares of Common Stock to NRC LO.
(6) On January 13, 2025, Northern Right QP entered into a letter agreement (the "Forbearance Agreement") with the Issuer, NRC LO and Matthew A. Drapkin, pursuant to which Northern Right QP irrevocably agreed to forbear from exercising its rights to convert the Notes (and any additional Notes issued pursuant to the Notes) into Common Stock until January 13, 2026.

Remarks:
The Reporting Persons are jointly filing this Form 4.
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.