Great Elm (GEG) Form 4 Great Elm / Matthew A Drapkin 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^*

Drapkin Matthew A

(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)

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)
05/18/2021

4. 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 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	05/18/2021		A		5,077(1)	A	$2.1804	2,407,869	I	See Footnote(4)(5)
Common Stock	05/19/2021		A		129,938(2)	A	$2.3984	2,537,807	I	See Footnote(4)(5)
Common Stock	05/20/2021		A		29,277(3)	A	$2.3167	2,567,084	I	See Footnote(4)(5)
Common Stock								130,290	D(6)

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

Explanation of Responses:

1. Represents 3,280 shares of common stock of Great Elm Group, Inc. ("GEG") purchased by Northern Right Capital (QP), L.P. ("Northern Right QP"), 1,043 shares of common stock of GEG purchased by NRC Partners I, L.P. ("NRC Partners") and 754 shares of common stock of GEG purchased by a managed account (the "Account") on behalf of an investment advisory client of Northern Right Capital Management, L.P. ("Northern Right Management"). Northern Right Management acts as investment manager for the Account.

2. Represents 84,032 shares of common stock of GEG purchased by Northern Right QP, 26,642 shares of common stock of GEG purchased by NRC Partners and 19,264 shares of common stock of GEG purchased by the Account.

3. Represents 18,934 shares of common stock of GEG purchased by Northern Right QP, 6,002 shares of common stock of GEG purchased by NRC Partners and 4,341 shares of common stock of GEG purchased by the Account.

4. Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,243,038 shares of common stock of GEG. NRC Partners beneficially owns and has the power to vote or to direct the vote of 33,687 shares of common stock of GEG. Managed accounts (the "Managed Accounts") on behalf of certain investment advisory clients of Northern Right Capital Management beneficially own 1,290,359 shares of common stock of GEG.

5. As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC Partners and Northern Right QP. As the investment manager of the Account and the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As general partner of Northern Right Management, BC Advisors, LLC ("BCA") may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, Mr. Drapkin may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by BCA. Mr. Drapkin disclaims such beneficial ownership of the 2,567,084 shares indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.

6. Includes 32,572 restricted stock units previously reported and that were deferred pursuant to a pre-established deferral election.

	/s/ Matthew A. Drapkin	05/20/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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