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^*

Northern Right Long Only Master Fund LP

(Last) (First) (Middle)

9 OLD KINGS HWY S., 4TH FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2025

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 13D 10% Group

5. 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 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	409,577(1)	I	See Footnote(2)

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	01/13/2026(3)	02/26/2030	Common Stock	176,376(4)	3.4722	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Northern Right Long Only Master Fund LP

(Last) (First) (Middle)

9 OLD KINGS HWY S., 4TH FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northern Right Fund GP 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 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), acquired by Northern Right Long Only Master Fund LP ("NRC LO") in connection with a transfer of shares of Common Stock by Northern Right Capital (QP), L.P. ("Northern Right QP") for no consideration.

2. As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. NRC Fund GP disclaims beneficial ownership of the securities reported herein that may be beneficially owned by NRC LO, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that NRC Fund GP 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.

3. On January 13, 2025, NRC LO entered into a letter agreement (the "Forbearance Agreement") with the Issuer, Northern Right QP and Matthew A. Drapkin, pursuant to which NRC LO irrevocably agreed to forbear from exercising its rights to convert its 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") (and any additional Notes issued pursuant to the Notes) into Common Stock until January 13, 2026.

4. Represents an aggregate principal amount of $612,413 of the Notes constituting a conversionary interest, subject to adjustment as provided in the Notes, in 176,376 shares of Common Stock acquired by NRC LO in connection with a transfer of the Notes by Northern Right QP for no consideration.

Remarks:

The Reporting Persons are jointly filing this Form 3. Exhibit List: Exhibit 24 - Power of Attorney

	Northern Right Long Only Master Fund LP, By: Northern Right Fund GP LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory	01/23/2025
	Northern Right Fund GP LLC, By: /s/ Richard Billig, attorney-in-fact for authorized signatory	01/23/2025
	** 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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