Great Elm Group Inc.

08/17/2022 | Press release | Distributed by Public on 08/17/2022 19:38

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. 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
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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 _____ 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)
(Street)
DARIEN CT 06820
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
Northern Right Capital Management, L.P.
9 OLD KINGS HWY. S.
4TH FLOOR
DARIEN, CT06820

X
Member of 13D 10% Group
NRC Partners I, LP
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT06820

X
Northern Right Capital (QP), L.P.
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT06820

X
BC Advisors LLC
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT06820

X

Signatures

Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2022-08-17
**Signature of Reporting Person Date
NRC Partners I, LP, By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2022-08-17
**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/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2022-08-17
**Signature of Reporting Person Date
BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2022-08-17
**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) Represents 8,496 shares of common stock of Great Elm Group, Inc. ("GEG") purchased by Northern Right Capital (QP), L.P. ("Northern Right QP"), 2,813 shares of common stock of GEG purchased by NRC Partners I, LP ("NRC Partners I") and 14,841 shares of common stock of GEG purchased by managed accounts (the "Managed Accounts") on behalf of investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"). Northern Right Management acts as the investment manager for the Managed Accounts.
(2) Represents shares of common stock acquired in a transaction pursuant to the Rule 10b5-1 trading plan entered into by the Reporting Persons on June 16, 2022.
(3) Represents 5,151 shares of common stock of GEG purchased by Northern Right QP, 1,710 shares of common stock of GEG purchased by NRC Partners I and 9,016 shares of common stock of GEG purchased by the Managed Accounts on behalf of investment advisory clients of Northern Right Management. Northern Right Management acts as the investment manager for the Managed Accounts.
(4) Represents 660 shares of common stock of GEG purchased by Northern Right QP, 218 shares of common stock of GEG purchased by NRC Partners I and 1,149 shares of common stock of GEG purchased by the Managed Accounts on behalf of investment advisory clients of Northern Right Management. Northern Right Management acts as the investment manager for the Managed Accounts.
(5) Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,492,712 shares of common stock of GEG. NRC Partners I beneficially owns and has the power to vote or to direct the vote of 116,704 shares of common stock of GEG. The Managed Accounts, on behalf of certain investment advisory clients of Northern Right Management, beneficially own 1,723,544 shares of common stock of GEG.
(6) As general partner and investment manager of NRC Partners I and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC Partners I 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 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.
(7) (continued from footnote 6) 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.
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