Great Elm (GEG) Form 3 Great Elm / Keri Davis ownership change

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^*

Davis Keri

(Last) (First) (Middle)

C/O GREAT ELM GROUP, INC.

800 SOUTH STREET, SUITE 230

(Street)

WALTHAM MA 02453

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2023

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
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

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)

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
Option (right to buy)	11/07/2022	11/07/2028	Common Stock	20,000	3.43	D
Option (right to buy)	(1)	05/14/2029	Common Stock	10,000	4.12	D
Option (right to buy)	(2)	11/08/2029	Common Stock	10,000	3.35	D

Explanation of Responses:

1. 20% of the option vested on May 14, 2020, with 5.00% of the option vesting per quarter thereafter, until fully vested on May 14, 2024.

2. 20% of the option vested on November 8, 2020, with 5.00% of the option vesting per quarter thereafter, until fully vested on November 8, 2024.

	/s/ Adam M. Kleinman, attorney-in-fact	05/22/2023
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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