Great Elm (GEG) Form 4 Change in insider ownership

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^*

Northern Right Capital Management, L.P.

(Last) (First) (Middle)

9 OLD KINGS HWY. S.

4TH FLOOR

(Street)

DARIEN CT 06820

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2022

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	09/08/2022		P		4,361(1)(2)	A	$2.0495	3,340,990	I	See Footnote(5)(6)(7)
Common Stock	09/09/2022		P		8,153(2)(3)	A	$2.05	3,349,143	I	See Footnote(5)(6)(7)
Common Stock	09/12/2022		P		6,365(2)(4)	A	$2.05	3,355,508	I	See Footnote(5)(6)(7)

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^*

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. Represents 1,412 shares of common stock of Great Elm Group, Inc. ("GEG") purchased by Northern Right Capital (QP), L.P. ("Northern Right QP"), 466 shares of common stock of GEG purchased by NRC Partners I, LP ("NRC Partners I") and 2,483 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 2,631 shares of common stock of GEG purchased by Northern Right QP, 875 shares of common stock of GEG purchased by NRC Partners I and 4,647 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 2,050 shares of common stock of GEG purchased by Northern Right QP, 685 shares of common stock of GEG purchased by NRC Partners I and 3,630 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 1,499,995 shares of common stock of GEG. NRC Partners I beneficially owns and has the power to vote or to direct the vote of 119,123 shares of common stock of GEG. The Managed Accounts, on behalf of certain investment advisory clients of Northern Right Management, beneficially own 1,736,390 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.

7. (Continued from Footnote 6): 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. 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.

Remarks:

The Reporting Persons are jointly filing this Form 4.

	Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory	09/12/2022
	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	09/12/2022
	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	09/12/2022
	BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory	09/12/2022
	** 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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