Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-22-032212
Date:2022-09-26
Issuer: GREAT ELM GROUP, INC. (GEG)
Original Submission Date:

Reporting Person:

NORTHERN RIGHT CAPITAL MANAGEMENT, L.P.
9 OLD KINGS HWY. S.
4TH FLOOR DARIEN, CT 06820

Reporting Person:

NRC PARTNERS I, LP
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN, CT 06820

Reporting Person:

NORTHERN RIGHT CAPITAL (QP), L.P.
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN, CT 06820

Reporting Person:

BC ADVISORS LLC
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN, CT 06820

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-09-26 P 92,309 a $1.99 3,461,280 indirect f5,f6,f7
COMMON STOCK 2022-09-27 P 13,464 a $1.99 3,474,744 indirect f5,f6,f7
COMMON STOCK 2022-09-28 P 5,561 a $2.00 3,480,305 indirect f5,f6,f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 represents 30,455 shares of common stock of great elm group, inc. ("geg") purchased by northern right capital (qp), l.p. ("northern right qp"), 9,708 shares of common stock of geg purchased by nrc partners i, lp ("nrc partners i") and 52,146 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.
f2 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.
f3 represents 4,444 shares of common stock of geg purchased by northern right qp, 1,415 shares of common stock of geg purchased by nrc partners i and 7,605 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.
f4 represents 1,827 shares of common stock of geg purchased by northern right qp, 588 shares of common stock of geg purchased by nrc partners i and 3,146 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.
f5 northern right qp beneficially owns and has the power to vote or to direct the vote of 1,541,137 shares of common stock of geg. nrc partners i beneficially owns and has the power to vote or to direct the vote of 132,259 shares of common stock of geg. the managed accounts, on behalf of certain investment advisory clients of northern right management, beneficially own 1,806,909 shares of common stock of geg.
f6 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.
f7 (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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