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Form 4 Great Elm Group, Inc. For: Sep 26 Filed by: Northern Right Capital Management, L.P.

September 28, 2022 9:30 PM EDT

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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 *
Northern Right Capital Management, L.P.

(Last) (First) (Middle)
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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 13D 10% Group
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2022
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 09/26/2022   P   92,309 (1) (2) A $ 1.9878 3,461,280 I See Footnote (5) (6) (7)
Common Stock 09/27/2022   P   13,464 (2) (3) A $ 1.9938 3,474,744 I See Footnote (5) (6) (7)
Common Stock 09/28/2022   P   5,561 (2) (4) A $ 2 3,480,305 I See Footnote (5) (6) (7)
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 30,455 shares of common stock of Great Elm Group, Inc. ("GEG") purchased by Northern Right Capital (QP), L.P. ("Northern Right QP"), 9,708 shares of common stock of GEG purchased by NRC Partners I, LP ("NRC Partners I") and 52,146 shares of common stock of GEG purchased by managed accounts (the "Managed Accounts") on behalf of investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"). Northern Right Management acts as the investment manager for the Managed Accounts.
2. Represents shares of common stock acquired in a transaction pursuant to the Rule 10b5-1 trading plan entered into by the Reporting Persons on June 16, 2022.
3. Represents 4,444 shares of common stock of GEG purchased by Northern Right QP, 1,415 shares of common stock of GEG purchased by NRC Partners I and 7,605 shares of common stock of GEG purchased by the Managed Accounts on behalf of investment advisory clients of Northern Right Management. Northern Right Management acts as the investment manager for the Managed Accounts.
4. Represents 1,827 shares of common stock of GEG purchased by Northern Right QP, 588 shares of common stock of GEG purchased by NRC Partners I and 3,146 shares of common stock of GEG purchased by the Managed Accounts on behalf of investment advisory clients of Northern Right Management. Northern Right Management acts as the investment manager for the Managed Accounts.
5. Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,541,137 shares of common stock of GEG. NRC Partners I beneficially owns and has the power to vote or to direct the vote of 132,259 shares of common stock of GEG. The Managed Accounts, on behalf of certain investment advisory clients of Northern Right Management, beneficially own 1,806,909 shares of common stock of GEG.
6. As general partner and investment manager of NRC Partners I and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC Partners I and Northern Right QP. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management.
7. (continued from footnote 6) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person 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.
Remarks:
The Reporting Persons are jointly filing this Form 4.
Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 09/28/2022
** Signature of Reporting Person Date
NRC Partners I, LP, By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 09/28/2022
** Signature of Reporting Person Date
Northern Right Capital (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 09/28/2022
** Signature of Reporting Person Date
BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 09/28/2022
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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