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
X	Officer (give title below)		Other (specify below)
See remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2023

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")	11/21/2023		P		100	A	$1.9	6,038,207(1)	I	See Footnotes(2)(3)
Common Stock	11/22/2023		P		36,233	A	$2.01(4)	6,074,440	I	See Footnotes(3)(5)
Common Stock	11/24/2023		P		2,558	A	$2.05(6)	6,076,998	I	See Footnotes(3)(7)
Common Stock								862,911(8)	D

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)

1. Name and Address of Reporting Person^*

Imperial Capital Group Holdings II, 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. Includes 20 shares acquired on July 22, 2022 which were inadvertently omitted from the Form 4 filed with the Securities and Exchange Commission (the "SEC") on July 26, 2022, and in subsequent filings.

2. Consists of 4,668,223 shares held directly by Long Ball Partners, LLC ("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 each of Long Ball, ICAM and 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 $1.94 to $2.05, 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 4,704,456 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH2.

6. 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 $1.99 to $2.05, 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.

7. Consists of 4,707,014 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH2.

8. Reflects shares directly beneficially owned by Mr. Reese.

Remarks:

Mr. Reese is a Chairman and Chief Executive Officer of the Issuer.

	Jason Reese By: /s/ Jason Reese	11/24/2023
	Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO	11/24/2023
	Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO	11/24/2023
	Imperial Capital Group Holdings II, LLC By: /s/ Jason Reese, its Authorized Signatory	11/24/2023
	** 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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