Great Elm (GEG) Form 4 Great Elm / Jason W. Reese ownership change

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^*

Reese Jason W.

(Last) (First) (Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2021

4. 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 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, par value $0.01 per share ("Common Stock")	09/24/2021		A		104,602	A	$0.00	288,581	D(1)
Common Stock								2,657,998	I	See Footnote(2)

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 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^*

Reese Jason W.

(Last) (First) (Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Imperial Capital Asset Management, LLC

(Last) (First) (Middle)

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LONG BALL PARTNERS LLC

(Last) (First) (Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

Explanation of Responses:

1. On September 24, 2021, Jason Reese was awarded 104,602 restricted stock units, 25% of which vested on the date of grant, and 25% of the units will vest on each of the next three anniversaries thereof.

2. This Common Stock is held directly by Long Ball Partners, LLC ("Long Ball"). Mr. Reese is Portfolio manager to Long Ball and is Chairman and Chief Executive Officer of Imperial Capital Asset Management, LLC ("ICAM"), which is the managing member of and investment manager to Long Ball. Each of Mr. Reese and ICAM disclaims beneficial ownership of the securities held by Long Ball except to the extent of that person's pecuniary interest therein. Each of Long Ball and ICAM disclaims beneficial ownership of the securities held directly by Mr. Reese.

Remarks:

Mr. Reese is a director and Executive Chairman of the Issuer.

	Jason Reese, By: /s/ Jason Reese	09/28/2021
	Long Ball Partners, LLC, By: Imperial Capital, Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO	09/28/2021
	Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO	09/28/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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