SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/09/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share ("Common Stock") | 03/09/2023 | P | 28,616 | A | $2.31(1) | 5,677,031 | I | See Footnotes(2)(3) | ||
| Common Stock | 03/10/2023 | P | 16,820 | A | $2.24(4) | 5,693,851 | I | See Footnotes(3)(5) | ||
| Common Stock | 730,061(6) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $2.24 to $2.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 2. Consists of 4,307,047 shares held directly by Long Ball, 909,084 shares held directly by Imperial Capital Asset Management, LLC ("ICAM"), and 460,900 shares held directly by 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 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. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $2.20 to $2.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 5. Consists of 4,323,867 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH2. |
| 6. Reflects shares directly beneficially owned by Mr. Reese. |
| Remarks: |
| Mr. Reese is a director and Executive Chairman of the Issuer. |
| Jason Reese By: /s/ Jason Reese | 03/13/2023 | |
| Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO | 03/13/2023 | |
| Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO | 03/13/2023 | |
| Imperial Capital Group Holdings II, LLC By: /s/ Jason Reese, its Authorized Signatory | 03/13/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||