Northern Right Capital Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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.

(Last) (First) (Middle)

9 OLD KINGS HWY S., 4TH FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2020

3. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Group, Inc. [ GEC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 13D 10% Group

5. If Amendment, Date of 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

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	2,402,792	I	See Footnote(1)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
5.0% Convertible Senior PIK Note due 2030	02/26/2020	02/26/2030	Common Stock	936,005	3.4722	I	See Footnote(2)(5)(6)
5.0% Convertible Senior PIK Note due 2030	02/26/2020	02/26/2030	Common Stock	432,002	3.4722	I	See Footnote(3)(5)(6)
5.0% Convertible Senior PIK Note due 2030	02/26/2020	02/26/2030	Common Stock	288,001	3.4722	I	See Footnote(4)(5)(6)

1. Name and Address of Reporting Person^*

Northern Right Capital Management, L.P.

(Last) (First) (Middle)

9 OLD KINGS HWY S., 4TH FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NRC Partners I, LP

(Last) (First) (Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT,

L.P., 9 OLD KINGS HWY S., 4TH FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northern Right Capital (QP), L.P.

(Last) (First) (Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT,

L.P., 9 OLD KINGS HWY S., 4TH FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BC Advisors LLC

(Last) (First) (Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT,

L.P., 9 OLD KINGS HWY S., 4TH FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

Explanation of Responses:

1. Northern Right Capital (QP), L.P. ("Northern Right QP") beneficially owns and has the power to vote or to direct the vote of 1,136,792 shares of common stock of Great Elm Capital Group, Inc. ("GEC"). A managed account (the "Account") on behalf of an investment advisory client of Northern Right Capital Management, L.P. ("Northern Right Management") beneficially owns 1,266,000 shares of common stock of GEC.

2. Represents 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") of GEC purchased by certain investment advisory clients (collectively, the "Managed Accounts") of Northern Right Management. Northern Right Management acts as investment manager for the Managed Accounts.

3. Represents Notes purchased by NRC Partners I, L.P. ("NRC Partners").

4. Represents Notes purchased by Northern Right QP.

5. As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC Partners and Northern Right QP. As the investment manager of the Account and the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As general partner of Northern Right Management, BC Advisors, LLC ("BCA") may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management. 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,

6. (continued from footnote 5) 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.

Remarks:

The Reporting Persons are jointly filing this Form 3.

	Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory	03/02/2020
	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	03/02/2020
	Northern Right Capital QP, 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	03/02/2020
	BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory	03/02/2020
	** Signature of Reporting Person	Date
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