Great Elm (GEG) 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^*

ICAM Holdings, LLC

(Last) (First) (Middle)

3801 PGA BLVD., SUITE 603

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2024

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

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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, par value $0.001 per share ("Common Stock")	5,918,746	I	See Footnotes(1)(2)(3)

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	2,284,456(4)(5)	3.4722(4)	I	See Footnotes(1)(2)(3)

Explanation of Responses:

1. These securities are held directly by Long Ball Partners, LLC ("Long Ball") and ICAM Holdings, LLC ("ICAM Holdings"). Jason Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM Holdings, which is the managing member of Long Ball. Mr. Reese separately made a Form 3 filing with respect to the Issuer's predecessor on March 6, 2020. ICAM Holdings may be deemed to be the beneficial owner of the securities directly held by Long Ball.

2. Consists of 5,009,662 shares held directly by Long Ball and 909,084 shares held directly by ICAM Holdings.

3. ICAM Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest.

4. Subject to the Forbearance Agreement discussed in note (5) below, Long Ball has the right, at its option, to convert all or any portion of its $7,932,105 5.0% Convertible Senior PIK Notes due 2030 (including interest paid in the form of PIK Notes) issued by the Issuer (the "Notes") at any time prior to the close of business on the second business day immediately preceding the maturity date of the Notes into Common Stock the Issuer at an initial conversation rate of 288.0018 shares of Common Stock per $1,000 principal amount and an initial conversion price of $3.4722 per share (subject to, and in accordance with, the terms of the Notes).

5. Long Ball entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which Long Ball irrevocably agreed to forbear from exercising its right to convert the Notes (and any additional notes issued pursuant to the Notes) into Common Stock until November 10, 2025. The Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Long Ball with no less than 61 days' prior written notice to the Issuer.

	ICAM Holdings, LLC, By: /s/ Jason Reese, Jason Reese, Chairman & CEO	12/10/2024
	** 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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